Cover Page
Cover Page - shares | 6 Months Ended | |
Nov. 30, 2020 | Dec. 31, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Nov. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | CYTODYN INC. | |
Entity Central Index Key | 0001175680 | |
Current Fiscal Year End Date | --05-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity File Number | 000-49908 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-1887078 | |
Entity Address, Address Line One | 1111 Main Street | |
Entity Address, Address Line Two | Suite 660 | |
Entity Address, City or Town | Vancouver | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98660 | |
City Area Code | 360 | |
Local Phone Number | 980-8524 | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 598,132,866 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Nov. 30, 2020 | May 31, 2020 |
Current assets: | ||
Cash | $ 29,407 | $ 14,282 |
Restricted cash | 10 | |
Inventories | 99,071 | 19,147 |
Prepaid expenses | 900 | 498 |
Prepaid service fees | 1,416 | 2,890 |
Total current assets | 130,794 | 36,827 |
Operating leases right-of-use asset | 391 | 176 |
Property and equipment, net | 115 | 55 |
Intangibles, net | 12,462 | 13,456 |
Total assets | 143,762 | 50,514 |
Current liabilities: | ||
Accounts payable | 46,083 | 29,479 |
Accrued liabilities and compensation | 15,911 | 6,879 |
Accrued interest on convertible notes | 1,133 | 292 |
Accrued dividends on convertible preferred stock | 1,816 | 981 |
Current portion of operating leases payable | 111 | 115 |
Current portion of long-term convertible notes payable, net | 50,676 | 6,745 |
Warrant exercise proceeds held in trust | 10 | |
Total current liabilities | 115,730 | 44,501 |
Long-term liabilities: | ||
Convertible notes payable, net | 8,431 | |
Operating leases liability | 286 | 63 |
Accounts payable | 34,280 | |
Total long-term liabilities | 34,566 | 8,494 |
Total liabilities | 150,296 | 52,995 |
Commitments and Contingencies (Note 10) | ||
Stockholders' (Deficit) Equity | ||
Common stock, $0.001 par value; 800,000 shares authorized, 590,279 and 519,261 issued and 589,837 and 518,976 outstanding at November 30, 2020 and May 31, 2020, respectively | 590 | 519 |
Additional paid-in capital | 414,463 | 351,711 |
Accumulated (deficit) | (421,587) | (354,711) |
Total stockholders' (deficit) equity | (6,534) | (2,481) |
Total liabilities and stockholders' (deficit) equity | $ 143,762 | $ 50,514 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2020 | May 31, 2020 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 590,279,000 | 519,261,000 |
Common stock, shares outstanding | 589,837,000 | 518,976,000 |
Treasury stock, shares | 442,000 | 286,000 |
Treasury Stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Series D Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 12,000 | 12,000 |
Preferred stock, shares issued | 9,000 | 9,000 |
Preferred stock, shares outstanding | 9,000 | 9,000 |
Series B Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 400,000 | 400,000 |
Preferred stock, shares issued | 87,000 | 92,000 |
Preferred stock, shares outstanding | 87,000 | 92,000 |
Series C Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 8,000 | 8,000 |
Preferred stock, shares issued | 8,000 | 8,000 |
Preferred stock, shares outstanding | 8,000 | 8,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2020 | Nov. 30, 2019 | |
Operating expenses: | ||||
General and administrative | $ 7,551 | $ 3,094 | $ 17,426 | $ 6,140 |
Research and development | 16,446 | 8,527 | 31,738 | 17,582 |
Amortization and depreciation | 506 | 500 | 1,011 | 1,031 |
Total operating expenses | 24,503 | 12,121 | 50,175 | 24,753 |
Operating loss | (24,503) | (12,121) | (50,175) | (24,753) |
Other income (expense): | ||||
Interest income | 2 | 2 | ||
Change in fair value of derivative liabilities | 203 | 829 | ||
Loss on extinguishment of convertible note | (4,169) | (4,169) | ||
Interest expense: | ||||
Finance charges | (231) | (1,549) | (137) | (1,558) |
Amortization of discount on convertible notes | (1,243) | (439) | (2,582) | (1,470) |
Amortization of debt issuance costs | (15) | (120) | (19) | (404) |
Inducement interest expense | (3,758) | (283) | (7,103) | (2,713) |
Interest on convertible notes payable | (1,047) | (553) | (1,613) | (957) |
Total interest expense | (6,294) | (2,944) | (11,454) | (7,102) |
Loss before income taxes | (34,966) | (14,860) | (65,798) | (31,024) |
Income tax benefit | ||||
Net loss | $ (34,966) | $ (14,860) | $ (65,798) | $ (31,024) |
Basic and diluted loss per share | $ (0.06) | $ (0.04) | $ (0.12) | $ (0.08) |
Basic and diluted weighted average common shares outstanding | 577,945 | 389,138 | 566,677 | 376,822 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' (Deficit) Equity - USD ($) shares in Thousands, $ in Thousands | Total | Private Placement [Member] | Fiscal Year To Date | Fiscal Year To DatePrivate Placement [Member] | Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Private Placement [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Private Placement [Member] | Accumulated Deficit [Member] |
Beginning balance at May. 31, 2019 | $ (8,914) | $ (8,914) | $ 330 | $ 220,120 | $ (229,364) | ||||||
Beginning balance, shares at May. 31, 2019 | 95 | 329,554 | 159 | ||||||||
Issuance of stock for convertible note repayment | 1,005 | 1,005 | $ 3 | 1,002 | |||||||
Issuance of stock for convertible note repayment, shares | 3,014 | ||||||||||
Dividends on Series C preferred shares | (110) | (110) | |||||||||
Stock-based compensation | 581 | 581 | 581 | ||||||||
Net loss | (16,164) | (16,164) | (16,164) | ||||||||
Proceeds from registered direct offering | 2,256 | 2,256 | $ 6 | 2,250 | |||||||
Proceeds from registered direct offering, shares | 5,640 | ||||||||||
Offering costs related to registered direct offering, value | (260) | (260) | (260) | ||||||||
Inducement interest expense—public warrant tender offers | 2,430 | 2,430 | 2,430 | ||||||||
Dividends on Series C preferred stock | (110) | ||||||||||
Legal fees in connection with equity offerings | (16) | (16) | (16) | ||||||||
Proceeds from public warrant tender offers | 11,900 | 11,900 | $ 45 | 11,855 | |||||||
Proceeds from public warrant tender offers (shares) | 45,376 | ||||||||||
Offering costs related to public warrant tender offers | (1,058) | (1,058) | (1,058) | ||||||||
Proceeds from Series C preferred stock offering | 1,754 | 1,754 | $ 2 | 1,754 | |||||||
Offering costs related to Series C preferred stock offering | (198) | (198) | (198) | ||||||||
Ending balance at Aug. 31, 2019 | (6,794) | (6,794) | $ 384 | 238,460 | (245,638) | ||||||
Ending balance, shares at Aug. 31, 2019 | 97 | 383,584 | 159 | ||||||||
Beginning balance at May. 31, 2019 | (8,914) | (8,914) | $ 330 | 220,120 | (229,364) | ||||||
Beginning balance, shares at May. 31, 2019 | 95 | 329,554 | 159 | ||||||||
Net loss | (31,024) | ||||||||||
Ending balance at Nov. 30, 2019 | (13,632) | (13,632) | $ 399 | 246,618 | (260,649) | ||||||
Ending balance, shares at Nov. 30, 2019 | 100 | 399,315 | 159 | ||||||||
Beginning balance at May. 31, 2019 | (8,914) | (8,914) | $ 330 | 220,120 | (229,364) | ||||||
Beginning balance, shares at May. 31, 2019 | 95 | 329,554 | 159 | ||||||||
Ending balance at May. 31, 2020 | (2,481) | (2,481) | $ 519 | 351,711 | (354,711) | ||||||
Ending balance, shares at May. 31, 2020 | 109 | 519,261 | 286 | ||||||||
Beginning balance at Aug. 31, 2019 | (6,794) | (6,794) | $ 384 | 238,460 | (245,638) | ||||||
Beginning balance, shares at Aug. 31, 2019 | 97 | 383,584 | 159 | ||||||||
Issuance of stock for convertible note repayment | 740 | 1,745 | $ 2 | 738 | |||||||
Issuance of stock for convertible note repayment, shares | 2,270 | ||||||||||
Note conversion and extension fees | (217) | (217) | (217) | ||||||||
Inducement interest expense related to private warrant exchange | 2,713 | ||||||||||
Dividends on Series C preferred shares | (151) | (261) | (151) | ||||||||
Stock-based compensation | 434 | 1,015 | 434 | ||||||||
Net loss | (14,860) | (31,024) | (14,860) | ||||||||
Proceeds from registered direct offering | 4,409 | 6,665 | $ 13 | 4,396 | |||||||
Proceeds from registered direct offering, shares | 13,461 | ||||||||||
Offering costs related to registered direct offering, value | (74) | (334) | (74) | ||||||||
Inducement interest expense—public warrant tender offers | 283 | 283 | |||||||||
Proceeds from Series C Convertible Preferred offering | 4,542 | ||||||||||
Legal fees in connection with equity offerings | (16) | ||||||||||
Proceeds from public warrant tender offers | 11,900 | $ 0 | |||||||||
Proceeds from public warrant tender offers (shares) | 0 | ||||||||||
Offering costs related to public warrant tender offers | (1,058) | ||||||||||
Proceeds from Series C preferred stock offering | 2,788 | $ 3 | 2,788 | ||||||||
Offering costs related to Series C preferred stock offering | (182) | (380) | (182) | ||||||||
Exercise of option to repurchase common stock | (8) | (8) | (8) | ||||||||
Ending balance at Nov. 30, 2019 | (13,632) | (13,632) | $ 399 | 246,618 | (260,649) | ||||||
Ending balance, shares at Nov. 30, 2019 | 100 | 399,315 | 159 | ||||||||
Beginning balance at May. 31, 2020 | (2,481) | (2,481) | $ 519 | 351,711 | (354,711) | ||||||
Beginning balance, shares at May. 31, 2020 | 109 | 519,261 | 286 | ||||||||
Issuance of stock for convertible note repayment | 9,537 | 9,537 | $ 2 | 9,535 | |||||||
Issuance of stock for convertible note repayment, shares | 2,119 | ||||||||||
Issuance of legal settlement shares | $ 4 | (4) | |||||||||
Issuance of legal settlement shares , shares | 4,000 | ||||||||||
Exercise of stock options | 39 | 39 | 39 | ||||||||
Exercise of stock options, shares | 100 | ||||||||||
Stock issued for incentive compensation and tendered for income tax | 828 | 828 | 828 | ||||||||
Stock issued for incentive compensation and tendered for income tax , shares | 323 | 156 | |||||||||
Conversion of Series B preferred stock to common stock, shares | (5) | 50 | |||||||||
Private warrant exchange | 7,804 | 7,804 | $ 17 | 7,787 | |||||||
Private warrant exchange , shares | 16,544 | ||||||||||
Exercise of warrants | 13,469 | 13,469 | $ 28 | 13,441 | |||||||
Exercise of warrants , shares | 27,928 | ||||||||||
Inducement interest expense related to private warrant exchange | 3,345 | 3,345 | 3,345 | ||||||||
Offering costs related to private warrant exchange | (364) | (364) | (364) | ||||||||
Dividend declared and paid on Series B preferred stock | (243) | (243) | (243) | ||||||||
Dividends accrued on preferred stock | (420) | (420) | (420) | ||||||||
Stock-based compensation | 2,086 | 2,086 | 2,086 | ||||||||
Net loss | (30,832) | (30,832) | (30,832) | ||||||||
Ending balance at Aug. 31, 2020 | 2,768 | 2,768 | $ 570 | 388,404 | (386,206) | ||||||
Ending balance, shares at Aug. 31, 2020 | 104 | 570,325 | 442 | ||||||||
Beginning balance at May. 31, 2020 | (2,481) | (2,481) | $ 519 | 351,711 | (354,711) | ||||||
Beginning balance, shares at May. 31, 2020 | 109 | 519,261 | 286 | ||||||||
Dividend declared and paid on Series B preferred stock | (243) | ||||||||||
Net loss | (65,798) | ||||||||||
Ending balance at Nov. 30, 2020 | (6,534) | (6,534) | $ 590 | 414,463 | (421,587) | ||||||
Ending balance, shares at Nov. 30, 2020 | 104 | 590,279 | 442 | ||||||||
Beginning balance at Aug. 31, 2020 | 2,768 | 2,768 | $ 570 | 388,404 | (386,206) | ||||||
Beginning balance, shares at Aug. 31, 2020 | 104 | 570,325 | 442 | ||||||||
Issuance of stock for convertible note repayment | 11,553 | 21,090 | $ 4 | 11,549 | |||||||
Issuance of stock for convertible note repayment, shares | 4,293 | ||||||||||
Exercise of stock options | 10 | 49 | 10 | ||||||||
Exercise of stock options, shares | 10 | ||||||||||
Stock issued for incentive compensation and tendered for income tax | 828 | ||||||||||
Stock issued for private offering | $ 1,000 | $ 1,000 | $ 1 | $ 999 | |||||||
Stock issued for private offering , Shares | 667 | ||||||||||
Private warrant exchange | 4,596 | 12,400 | $ 13 | 4,583 | |||||||
Private warrant exchange , shares | 12,480 | ||||||||||
Exercise of warrants | 1,739 | 15,208 | $ 2 | 1,737 | |||||||
Exercise of warrants , shares | 2,504 | ||||||||||
Inducement interest expense related to private warrant exchange | 7,103 | ||||||||||
Offering costs related to private warrant exchange | (364) | ||||||||||
Dividends accrued on preferred stock | (415) | (835) | (415) | ||||||||
Stock-based compensation | 3,423 | 5,509 | 3,423 | ||||||||
Net loss | (34,966) | (65,798) | (34,966) | ||||||||
Offering costs related to registered direct offering, value | 0 | 0 | |||||||||
Inducement interest expense—public warrant tender offers | 3,758 | 3,758 | |||||||||
Ending balance at Nov. 30, 2020 | $ (6,534) | $ (6,534) | $ 590 | $ 414,463 | $ (421,587) | ||||||
Ending balance, shares at Nov. 30, 2020 | 104 | 590,279 | 442 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Stockholders' (Deficit) Equity (Parenthetical) - $ / shares | 3 Months Ended | |||
Nov. 30, 2020 | Aug. 31, 2020 | Nov. 30, 2019 | Aug. 31, 2019 | |
Private Placement [Member] | ||||
Sale of Stock, Price Per Stock | $ 1.50 | |||
Common Stock [Member] | ||||
Proceeds from registered direct offering, per stock | $ 0.50 | $ 0.50 | ||
Series B Preferred Stock [Member] | ||||
Dividend declared and paid on Series B Preferred stock | $ 0.25 | $ 0.25 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (65,798) | $ (31,024) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization and depreciation | 1,011 | 1,031 |
Amortization of debt issuance costs | 19 | 404 |
Amortization of discount on convertible notes | 2,582 | 1,470 |
Inducement interest expense | 7,103 | 2,713 |
Interest expense associated with accretion of convertible notes payable | 688 | |
Change in fair value of derivative liabilities | (829) | |
Stock-based compensation | 7,115 | 1,015 |
Loss on extinguishment of convertible note | 4,169 | |
Changes in operating assets and liabilities: | ||
(Increase) in inventories | (79,924) | |
Decrease (increase) in prepaid expenses | 1,072 | (228) |
Increase in accounts payable and accrued expenses | 61,532 | 2,785 |
Net cash used in operating activities | (61,119) | (21,975) |
Cash flows from investing activities: | ||
Furniture and equipment purchases | (77) | (14) |
Net cash used in investing activities | (77) | (14) |
Cash flows from financing activities: | ||
Proceeds from warrant transactions, net of offering costs | 12,035 | 10,506 |
Proceeds from sale of common stock and warrants | 1,000 | 6,665 |
Proceeds from exercise of warrants | 15,209 | 0 |
Proceeds from sale of preferred stock, net of offering costs | 4,149 | |
Proceeds from registered direct financing held in trust | 791 | |
Payment on convertible notes | (950) | (1,310) |
Exercise of option to repurchase shares held in escrow | (8) | |
Release of funds held in trust for warrant tender offer | (10) | (854) |
Proceeds from exercise of stock options | 48 | |
Payment of payroll witholdings related to tender of common stock for income tax withholding | (778) | |
Proceeds from convertible notes payable, net | 50,000 | |
Payment of convertible notes conversion offering costs | (217) | |
Dividend declared and paid on Series B preferred stock | (243) | |
Net cash provided by financing activities | 76,311 | 19,722 |
Net change in cash | 15,115 | (2,267) |
Cash, beginning of period | 14,292 | 3,467 |
Cash, end of period | 29,407 | 1,200 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 138 | 255 |
Non-cash investing and financing transactions: | ||
Conversion of principal and interest of convertible notes to common stock | 16,922 | 1,899 |
Accrued dividends on convertible preferred stock | $ 835 | $ 261 |
Organization
Organization | 6 Months Ended |
Nov. 30, 2020 | |
Organization | Note 1. Organization CytoDyn Inc. (the “Company”) was originally incorporated under the laws of Colorado on May 2, 2002 under the name RexRay Corporation (its previous name) and, effective August 27, 2015, reincorporated under the laws of Delaware. The Company is a late-stage biotechnology company developing innovative treatments for multiple therapeutic indications based on leronlimab, a novel humanized monoclonal antibody targeting the CCR5 receptor. Leronlimab is in a class of therapeutic monoclonal antibodies designed to address unmet medical needs in the areas of Human Immunodeficiency Virus (“HIV”), Cancer, Immunology, and novel coronavirus disease (“COVID-19”). With respect to HIV, the CCR5 receptor appears to play a key role in the ability of HIV to enter and infect healthy T-cells. With respect to Cancer and Immunology, the CCR5 receptor also appears to be implicated in human metastasis and in immune-mediated illnesses such as triple-negative breast cancer, other metastatic solid tumor cancers, graft-vs-host Non-Alcoholic More recently, the Company expanded its clinical focus with leronlimab to include evaluating its effectiveness in multiple other autoimmune indications where CCR5 antagonism has shown initial promise, as well as COVID-19. COVID-19. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Nov. 30, 2020 | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated interim financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect all adjustments, which consist solely of typical recurring adjustments, needed to fairly present the financial results of the periods presented. The consolidated financial statements and notes thereto are presented as prescribed by Form 10-Q. Accordingly, The accompanying consolidated financial statements should be read in conjunction with the financial statements for the fiscal years ended May 31, 2020 and 2019 and notes thereto in the Company’s Annual Report on Form 10-K for Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, CytoDyn Operations Inc. and Advanced Genetic Technologies, Inc. (“AGTI”), of which AGTI is a dormant entity. All intercompany transactions and balances are eliminated in consolidation. Reclassifications Certain prior year amounts shown in the accompanying consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications did not have any effect on total current assets, total assets, total current liabilities, total liabilities, total stockholders’ (deficit) equity, net loss or loss per share. Going Concern The consolidated accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company had losses for all periods presented. The Company incurred a net loss of $65.8 million for the six months ended November 30, 2020 and has an accumulated deficit of $421.6 million as of November 30, 2020. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional operating capital, complete development of its product candidate, obtain U.S. Food & Drug Administration (“FDA”) approval, outsource manufacturing of the product candidate, and ultimately achieve initial revenues and attain profitability. The Company is currently engaging in significant research and development activities related to its product candidate for multiple indications, and expects to incur significant research and development expenses in the future primarily related to its clinical trials. These research and development activities are subject to significant risks and uncertainties. The Company intends to finance its future development activities and its working capital needs largely from the sale of equity and debt securities, combined with additional funding from other traditional sources. There can be no assurance, however, that the Company will be successful in these endeavors. Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of expenses during the reporting period. Estimates are assessed each period and updated to reflect current information, such as the economic considerations related to the impact that the recent coronavirus disease could have on our significant accounting estimates and assumptions. The Company’s estimates are based on historical experience and on various market and other relevant, appropriate assumptions. Actual results could differ from these estimates. Cash Cash is maintained at federally insured financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. Balances in excess of federally insured limits at November 30, 2020 and May 31, 2020 approximated $29.2 million and $14.0 million, respectively. Identified Intangible Assets The Company follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350 Intangibles-Goodwill and Other 8 Research and Development Research and development costs are expensed as incurred. Clinical trial costs incurred through third parties are expensed as the contracted work is performed. Contingent milestone payments that are due to third parties under research and development collaboration arrangements or other contractual agreements are expensed when the milestone conditions are probable and the amount of payment is reasonably estimable, see further discussion in Note 9 and 10. Inventory The Company values inventory at the lower of cost or net realizable value using the average cost method. Inventories consist of raw materials, bulk drug substance, and drug product in unlabeled vials to be used for commercialization of the Company’s biologic, leronlimab, which is in the regulatory approval process. The consumption of raw materials during production is classified as work-in-progress The Company evaluates its inventory levels on a quarterly basis and writes down inventory that has become obsolete, or has a cost in excess of its expected net realizable value, and inventory quantities in excess of expected requirements. In assessing the lower of cost or net realizable value for pre-launch Inventories Procured or Produced in Preparation for Product Launches The Company capitalizes inventories procured or produced in preparation for product launches sufficient to support estimated initial market demand. Typically, capitalization of such inventory begins when the results of clinical trials have reached a status sufficient to support regulatory approval, uncertainties regarding ultimate regulatory approval have been significantly reduced, and the Company has determined it is probable that these capitalized costs will provide some future economic benefit in excess of capitalized costs. The material factors considered by the Company in evaluating these uncertainties include the receipt and analysis of positive Phase 3 clinical trial results for the underlying product candidate, results from meetings with the relevant regulatory authorities prior to the filing of regulatory applications, and the compilation of the regulatory application. The Company closely monitors the status of the product within the regulatory review and approval process, including all relevant communication with regulatory authorities. If the Company is aware of any specific material risks or contingencies other than the normal regulatory review and approval process or if there are any specific issues identified relating to safety, efficacy, manufacturing, marketing or labeling, the related inventory may no longer qualify for capitalization. Anticipated future sales, shelf lives, and expected approval date are taken into account when evaluating realizability of capitalized inventory. The shelf life of a product is determined as part of the regulatory approval process; however, in assessing whether to capitalize pre-launch pre-approval Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, accrued liabilities, and short-term and long-term debt. As of November 30, 2020, the carrying value of the Company’s cash, accounts payable, and accrued liabilities approximate their fair value due to the short-term maturity of the instruments. Short-term and long-term debt are reported at amortized cost in the Consolidated Balance Sheets. The remaining financial instruments are reported in the Consolidated Balance Sheets at amounts that approximate current fair values. During the fiscal year ending May 31, 2020, the Company carried derivative financial instruments at fair value as required by U.S. GAAP. Derivative financial instruments consist of financial instruments that contain a notional amount and one or more underlying variables (e.g., interest rate, security price, variable conversion rate or other variables), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. The Company follows the provisions of ASC 815, Derivatives and Hedging, Distinguishing Liabilities from Equity, The fair value hierarchy specifies three levels of inputs that may be used to measure fair value as follows: • Level 1. Quoted prices in active markets for identical assets or liabilities. • Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market • Level 3. Unobservable inputs to the valuation methodology which are significant to the measurement of the fair value of assets or liabilities. These Level 3 inputs also include non-binding market or non-binding broker The Company did not have any assets or liabilities measured at fair value using Level 1 or 2 of the fair value hierarchy as of November 30, 2020 and May 31, 2020. As of November 30, 2020, there were no assets or liabilities measured at fair value using Level 3 inputs; previous outstanding derivative warrants and related convertible debt had been converted prior to May 31, 2020 according to the terms of the agreements. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurements. These instruments are not quoted on an active market. During the 2020 fiscal year, the Company used a Binomial Lattice Model to estimate the value of the warrant derivative liability and a Monte Carlo Simulation to value the derivative liability of the redemption provision within a convertible promissory note. These valuation models were used because management believes they reflect all the assumptions that market participants would likely consider in negotiating the transfer of the instruments. The Company’s derivative liabilities were classified within Level 3 of the fair value hierarchy because certain unobservable inputs were used in the valuation models. The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) from inception to the year ended May 31, 2020 (in thousands): Investor warrants issued with registered direct equity offering $ 4,360 Placement agent warrants issued with registered direct equity offering 819 Fair value adjustments (3,855 ) Balance at May 31, 2018 1,324 Inception date value of redemption provisions 2,750 Fair value adjustments—convertible notes (745 ) Fair value adjustments—warrants (922 ) Balance at May 31, 2019 2,407 Fair value adjustments—convertible notes (2,005 ) Fair value adjustments—warrants 11,547 Exercise of derivative warrants (11,949 ) Balance at May 31, 2020 $ — Operating Leases Operating leases are included in operating lease right-of-use Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms do not include options to extend or terminate the lease as it is not reasonably certain that it will exercise these options. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease Stock-Based Compensation U.S. GAAP requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award (requisite service period), when designated milestones have been achieved or when pre-defined performance conditions are met. The Company accounts for stock-based awards established by the fair market value of the instrument using the Black-Scholes option pricing model utilizing certain weighted average assumptions including stock price volatility, expected term and risk-free interest rates, as of the grant date. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected term of the stock-based award. The expected volatility is based on the historical volatility of the Company’s common stock on monthly intervals. The computation of the expected option term is based on the “simplified method,” as the Company issuances are considered “plain vanilla” options. For stock-based awards with defined vesting, the Company recognizes compensation expense over the requisite service period, when designated milestones have been achieved or when pre-defined performance conditions are met. The Company estimates forfeitures at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates. Based on limited historical experience of forfeitures, the Company estimated future unvested forfeitures at 0% for all periods presented. Periodically, the Company will issue restricted common stock to executives or third parties as compensation for services rendered. Such stock awards are valued at fair market value on the effective date of the Company’s obligation. The Company periodically issues stock options or warrants to consultants for various services. The Black-Scholes option pricing model, as described more fully above, is utilized to measure the fair value of the equity instruments on the date of issuance. The Company recognizes the compensation expense associated with the equity instruments over the requisite service or vesting period. Debt The Company has historically issued promissory notes at a discount and has 470-35 Debt Subsequent Measurement Offering Costs The Company periodically incurs direct incremental costs associated with the sale of equity securities as fully described in Note 11 Loss per Common Share Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share would include the weighted average common shares outstanding and potentially dilutive common stock equivalents. Because of the net losses for all periods presented, the basic and diluted weighted average shares outstanding are the same since including the additional shares would have an anti-dilutive effect on the loss per share. For this reason, the following options, warrants, unvested restricted stock units, convertible preferred stock including undeclared dividends and share reservations for convertible notes, which are issuable into common stock were not included in the computation of basic and diluted weighted average number of shares of common stock outstanding for the six months ended November 30, 2020 and November 30, 2019 (in thousands), respectively: Six Months Ended November 30, 2020 2019 Stock options, warrants & unvested restricted stock 82,796 177,457 Convertible notes payable 12,000 10,048 Convertible preferred stock 31,490 17,550 Income Taxes Deferred taxes are provided on the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Future tax benefits for net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company follows the provisions of FASB ASC 740-10, Uncertainty in Income Taxes 740-10. In accordance with Section 15 of the Internal Revenue Code, the Company utilized a federal statutory rate of 21% for the six months ended November 30, 2020 and November 30, 2019. The net tax expense for the six zero Recent Accounting Pronouncements Recent accounting pronouncements, other than below, issued by the FASB (including its EITF), the AICPA and the SEC did not or are not believed by management to have a material effect on the Company’s present or future consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) No. 2020-06 |
Inventories
Inventories | 6 Months Ended |
Nov. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3. Inventories The Company’s inventory as of November 30, 2020 and May 31, 2020 was $99.1 million and $19.1 million, respectively. Inventory as of November 30, 2020 consisted of raw materials purchased for future commercial production and work-in-progress inventory related to the substantially completed commercial production of pre-launch inventories Work-in-progress work-in-progress The Company believes that material uncertainties related to the ultimate regulatory approval of leronlimab for commercial sale have been significantly reduced based on positive data from the Phase 3 clinical trial results, and information gathered from pre-filing Inventories as of November 30, 2020 and May 31, 2020 are presented below (in thousands): November 30, 2020 May 31, 2020 Raw materials $ 28,294 $ 19,147 Work-in-progress 70,777 — Total $ 99,071 $ 19,147 |
Long-term Accounts Payable
Long-term Accounts Payable | 6 Months Ended |
Nov. 30, 2020 | |
Accounts Payable and Accrued Liabilities, Noncurrent [Abstract] | |
Long-term Accounts Payable | Note 4. Long-term Accounts Payable During the quarter ended November 30, 2020, in connection with the Samsung commitments as described below in Note 10, the Company negotiated non-standard payment terms for certain payables. The agreed upon payment terms resulted in due dates beyond one year of our reporting date. The non-current |
Convertible Instruments
Convertible Instruments | 6 Months Ended |
Nov. 30, 2020 | |
Convertible Instruments | Note 5. Convertible Instruments Series D Convertible Preferred Stock As o f November 30, 2020, the Company had authorized 11,737 shares of Series D Preferred Stock, $0.001 par value per share (“Series D Preferred Stock”), of which 8,452 remain outstanding. The Series D Certificate of Designation provides, among other things, holders of Series D Preferred Stock the right to receive, out of any assets at the time legally available therefore and when and as declared by the Board of Directors, cumulative dividends at the rate of ten percent (10%) per share per annum of the stated value of the Series D Preferred Stock, to be paid, at the option of the holder, in cash or in shares of common stock at the rate of $0.50 per share. Any dividends paid by the Company will first be paid to the holders of Series D Preferred Stock prior and in preference to any payment or distribution to holders of common stock. Dividends on the Series D Preferred Stock shall be cumulative and there are no sinking fund provisions applicable to the Series D Preferred Stock. The Series D Dividends are to be paid annually in arrears on the last day of December each year. The Series D Preferred Stock does not have redemption rights. The stated value per share for the Series D Preferred Stock is $1,000.00 (the “Series D Stated Value”). In the event of any liquidation, dissolution or winding up of the Company, the holders of Series D Preferred Stock will be entitled to receive, on a pari passu basis with the holders of the Series C Preferred Stock and in preference to any payment or distribution to any holders of the Series B Preferred Stock or common stock, an amount per share equal to the Series D Stated Value plus the amount of any accrued and unpaid dividends. If, at any time while the Series D Preferred Stock is outstanding, the Company effects any reorganization, merger or sale of the Company or substantially all of its assets (each a “Fundamental Transaction”), a holder of the Series D Preferred Stock will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of common stock then issuable upon conversion in full of the Series D Preferred Stock immediately prior to the Fundamental Transaction. Each share of Series D Preferred Stock is convertible at any time at the holder’s option into that number of fully paid and nonassessable shares of common stock determined by dividing the Series D Stated Value by the conversion price of $0.80 (subject to adjustment as set forth in the certificate of designation for the Series D Preferred Stock). No fractional shares will be issued upon the conversion of the Series D Preferred Stock. Except as otherwise provided in the Series D Certificate of Designation or as otherwise required by law, the Series D Preferred Stock has no voting rights. As of November 30, 2020, and May 31, 2020, the accrued dividends were approximately $0.7 million or approximately 1.4 million shares of common stock, and approximately $0.3 million or approximately 0.5 million shares of common stock. Series C Convertible Preferred Stock As of November 30, 2020 , the Company had authorized 8,203 shares of Series C Preferred Stock, $0.001 par value per share (“Series C Preferred Stock”), of which 8,203 shares remain outstanding. The Series C Certificate of Designation provides, among other things, that holders of Series C Preferred Stock shall be entitled to receive, out of any assets at the time legally available therefor, cumulative dividends at the rate of ten percent (10%) per share per annum of the stated value of the Series C Preferred Stock, to be paid per share of Series C Preferred Stock, which dividends shall accrue whether or not declared. Any dividends paid by the Company will first be paid to the holders of Series C Preferred Stock prior and in preference to any payment or distribution to holders of common stock. Dividends on the Series C Preferred Stock are mandatory and cumulative and there are no sinking fund provisions applicable to the Series C Preferred Stock. The Series C Dividends are to be paid annually in arrears on the last day of December each year. The Series C Preferred Stock does not have redemption rights. The stated value per share for the Series C Preferred Stock is $1,000 (the “Series C Stated Value”). In the event of any liquidation, dissolution or winding up of the Company, the Series C Preferred Stock will be entitled to receive, on a pari passu basis with the holders of the Series D Preferred Stock and prior and in preference to any payment or distribution on any shares of common stock, currently outstanding series of preferred stock, or subsequent series of preferred stock, an amount per share equal to the Series C Stated Value and the amount of any accrued and unpaid dividends. If, at any time while the Series C Preferred Stock is outstanding, the Company effects any Fundamental Transaction, a holder of the Series C Preferred Stock will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of common stock then issuable upon conversion in full of the Series C Preferred Stock immediately prior to the Fundamental Transaction. Each share of Series C Preferred Stock is convertible at any time at the holder’s option into that number of fully paid and nonassessable shares of the Company’s common stock determined by dividing the Series C Stated Value by the conversion price of $0.50 per share (subject to adjustment as set forth in the Certificate of Designation). No fractional shares will be issued upon the conversion of the Series C Preferred Stock. Except as otherwise provided in the Certificate of Designation or as otherwise required by law, the Series C Preferred Stock has no voting rights. As of November 30, 2020, and May 31, 2020 , the accrued dividends were approximately $1.1 million or 2.2 million shares of common stock, and approximately $0.7 million or 1.4 million shares of common stock, respectively. Series B Convertible Preferred Stock As of November 30, 2020 , the Company had authorized 400,000 shares of Series B Convertible Preferred Stock, $0.001 par value per share (“Series B Preferred Stock”), of which 87,100 remain outstanding. Each share of the Series B Preferred Stock is convertible into ten (10) shares of the Company’s common stock. At the option of the Company, dividends on the Series B Preferred Stock may be paid in cash or shares of the Company’s common stock, valued at $0.50 per share. The holders of the Series B Preferred Stock can only convert their shares to shares of common stock provided the Company has sufficient authorized shares of common stock at the time of conversion. The Series B Preferred Stock has liquidation preferences over the common shares at $5.00 per share, plus any accrued and unpaid dividends. Dividends are payable to the Series B Preferred stockholders when declared by the Board of Directors at the rate of $0.25 per share per annum. Such dividends are cumulative and accrue whether or not declared and whether or not there are any profits, surplus or other funds or assets of the Company legally available. Except as provided by law, the Series B holders have no voting rights. On July 30, 2020, the Board declared a dividend and elected to pay such dividend in the form of cash in the aggregate amount of approximately $0.2 million to all Series B Convertible Preferred stockholders. The dividend was payable to Series B Convertible Preferred stockholders as of July 30, 2020. As of November 30, 2020, and May 31, 2020, the undeclared dividends were approximately $7,700 or 15,400 shares of common stock, and approximately $0.2 million, or 0.5 million shares of common stock, respectively. 2019 Short-term Convertible Notes During the year ended May 31, 2019, the Company issued approximately $5.5 million of nine-month unsecured Convertible Notes (the “2019 Short-term Convertible Notes”) and related warrants to investors for cash. Beginning on September 30, 2019 and through November 14, 2019, principal and interest totaling approximately $5.9 million came due. Holders of notes totaling approximately $1.1 million in principal and accrued interest agreed to extend their notes for another three months, and holders of notes totaling approximately $4.1 million in principal and accrued interest agreed to extend their notes for another six months. One noteholder with principal and accrued interest totaling approximately $0.2 million converted to shares of common stock of the Company. During the quarter ended November 30, 2019, a total of approximately $0.7 million of principal and accrued interest was repaid in cash. In addition, detachable stock warrants to purchase a total of 4.75 million warrants with a five-year term and an exercise price of $0.30 per share were issued to investors who extended their notes. One investor received 0.2 million warrants with a five-year term and an exercise price of $0.45 per share for converting the entire principal and accrued interest on its note. In connection with the Note extensions and conversion, the Company recorded a non-cash During the fiscal year ended May 31, 2020, holders of the 2019 Short-term Convertible Note s Long-term Convertible Note—June 2018 Note On June 26, 2018, the Company entered into a securities purchase agreement, pursuant to which the Company issued a convertible promissory note with a two-year Effective November 15, 2018, the June 2018 Note was amended to allow the investor to redeem the monthly redemption amount of $0.35 million in cash or stock, at the lesser of (i) $0.55, or (ii) the lowest closing bid price of the Company’s common stock during the 20 days prior to the conversion, multiplied by a conversion factor of 85%. The variable rate redemption provision meets the definition of a derivative instrument and subsequent to the amendment, it no longer meets the criteria to be considered indexed to the Company’s own stock. As of November 15, 2018, the redemption provision required bifurcation as a derivative liability at fair value under the guidance in ASC Topic 815, Derivatives and Hedging The amendment of the June 2018 Note was also evaluated under ASC Topic 470-50-40, Debt Modifications and Extinguishments write-off During the six months ended November 30, 2019, the Company recognized $0.3 million of interest expense related to the June 2018 Note, respectively. During the year ended May 31, 2020, the Company received a redemption notice requesting an aggregate redemption of approximately $4.5 million settling the remaining outstanding balance in full, including accrued but unpaid interest. In satisfaction of the redemption notice, the Company issued approximately 8.5 million shares of common stock and paid cash totaling approximately $0.5 million to the June 2018 Note holder in accordance with the terms of the June 2018 Note. Following the redemptions, the June 2018 Note was fully satisfied and there is no outstanding balance. Long-term Convertible Note—January 2019 Note On January 30, 2019, the Company entered into a securities purchase agreement, pursuant to which the Company issued a convertible promissory note with a two-year The January 2019 Note provided the investor with the right to redeem any portion of the January 2019 Note, at any time after six months from the issue date upon five trading days’ notice, subject to a maximum monthly redemption amount of $0.35 million. The monthly redemption amount may be paid in cash or stock, at the Company’s election, at the lesser of (i) $0.50, or (ii) the lowest closing bid price of the Company’s common stock during the 20 days prior to the conversion, multiplied by a conversion factor of 85%. In conjunction with the January 2019 Note, the investor received a warrant to purchase 5.0 million shares of common stock with an exercise price of $0.30 which is exercisable until the 5-year January 30, 2019 Fair value of redemption provision $ 1,465 Relative fair value of equity classified warrants 858 Beneficial conversion feature 2,677 Net proceeds of January 2019 Note $ 5,000 Under the guidance of ASC 815, after allocation of proceeds to the redemption provision, relative fair value of equity classified warrants and the beneficial conversion feature, there were no proceeds remaining to allocate to convertible note payable. Therefore, principal, accrued interest, debt discount and offering costs will be recognized as interest expense, which represents the accretion of the convertible note payable and related debt discount and issuance costs. During the six months ended November 30, 2019, the Company recognized approximately $0.4 million, of interest expense related to the January 2019 Note. During the year ended May 31, 2020, the Company received a redemption notice from the holder of the Company’s January 2019 Note, requesting an aggregate redemption of approximately $6.3 million settling the remaining outstanding balance in full, including accrued interest. In satisfaction of the redemption notice, the Company issued approximately 10.8 million shares of common stock and paid cash totaling $0.85 million to the January 2019 Note holder in accordance with the terms of the January 2019 Note. Following the redemption, the January 2019 Note has been fully satisfied and there is no outstanding balance. Long-term Convertible Note—March 2020 Note On March 31, 2020, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued a secured convertible promissory note with a two-year 2020 incurred interest of 10% per annum and was convertible into common stock, at $4.50 per share. The March 2020 Note provided for conversion in total, or in part, of the outstanding balance, at any time after six months from the issue date upon five trading days’ notice, subject to certain adjustments and volume and ownership limitations specified in the note. The Company analyzed the conversion option for derivative accounting treatment under ASC 815, Derivatives and Hedging de minimis The March 2020 Note provided the investor with the right to redeem any portion of the March 2020 Note, at any time after six months from the issue date, upon three trading days’ notice, subject to a Maximum Monthly Redemption Amount of $0.95 million. During the quarter ended November 30, 2020, the Company issued an additional secured convertible promissory note to an affiliate of March 2020 noteholder (the “November 2020 Note,” as described below), which obligates the Company to reduce the outstanding balance held by the investor by $7.5 million per month (the “Debt Reduction Amount,” as described below), beginning in the month of November 2020. The original issue discount of $2.1 million related to the March 2020 Note has been recorded as a discount on the March 2020 Note and the discount has been amortized over the term of the March 2020 Note. Amortization of the March 2020 debt discount during the three and six months ended November 30, 2020 amounted to approximately $0.7 million and $1.9 million, respectively, and are recorded as interest expense in the accompanying consolidated statements of operations. From June 26, 2020 to July 27, 2020, the investor converted in aggregate approximately $9.5 million of combined principal and accrued interest into approximately 2.1 million shares of common stock at the $4.50 per share conversion price. During the quarter ended November 30, 2020, the Company received a redemption notice from the holder of the March 2020 Note, requesting a redemption of $0.95 million. In satisfaction of the redemption notice, the Company paid cash of $0.95 million to the March 2020 Note holder. Additionally, the Company applied the November 2020 Debt Reduction Amount to this note resulting in the note being fully satisfied. To settle this Debt Reduction Amount, the Company and the investor entered into three seperately negotiated exchange agreements, pursuant to which the remaining balance of the March 2020 Note was partitioned into three new notes (the “Partitioned Notes”). The Company and the investor exchanged the Partitioned Notes for approximately 4.3 $0.001 par value. Following these exchanges, there was no outstanding balance of the March 2020 Note. In connection with the Debt Reduction Amount, the Company recorded amortization of debt discount of approximately Debt Modifications and Extinguishments million for the quarter ended November 30, 2020 as the difference between the fair market value of the shares issued and the amount of debt retired. Long-term Convertible Note—July 2020 Note On July 29, 2020, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued a secured convertible promissory note with a two-year Interest accrues on the outstanding balance of the July 2020 Note at 10% per annum. Upon the occurrence of an event of default, interest accrues at the lesser of 22% per annum or the maximum rate permitted by applicable law. In addition, upon any event of default, the investor may accelerate the outstanding balance payable under the July 2020 Note, which will increase automatically upon such acceleration by 15%, 10% or 5%, depending on the nature of the event of default. Events of default as referenced herein and not otherwise defined shall have the same meaning as set forth in the July 2020 Note Transaction documents filed as an exhibit to the Company’s current report on Form 8-K The investor may convert all or any part the outstanding balance of the July 2020 Note into shares of common stock at an initial conversion price of $10.00 per share upon five trading days The investor may redeem any portion of the July 2020 Note, at any time after six months from the issue date, upon three trading days’ notice, subject to a Maximum Monthly Redemption Amount of $1.6 million. The July 2020 Note requires the Company to satisfy its redemption obligations in cash within three trading days Pursuant to the terms of the Agreement and the July 2020 Note, the Company must obtain the investor’s consent before assuming additional debt with aggregate net proceeds to the Company of less than $25.0 million. Upon any such approval, the outstanding principal balance of the July 2020 Note shall increase automatically by 5% upon the issuance of such additional debt. The Company agreed to use commercially reasonable efforts to file a Registration Statement on Form S-3 S-3 No. 333-248823) The embedded conversion feature in the July 2020 Note was analyzed under ASC 815, Derivatives and Hedging, de minimis Amortization of debt discounts and issuance costs during the three and six months ended November 30, 2020 amounted to approximately $0.4 million and $0.6 million, respectively, recorded as interest expense. The unamortized discount and issuance costs balance for the July 2020 Note is approximately $2.9 million as of November 30, 2020. The accrued interest balance for the July 2020 Note is approximately $1.0 million as of November 30, 2020. The outstanding balance on the July 2020 Note, including accrued interest, was approximately $29.5 million at November 30, 2020. Long-term Convertible Note—November 2020 Note On November 10, 2020, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued a secured convertible promissory note with a two-year Interest accrues on the outstanding balance of the November 2020 Note at 10% per annum. Upon the occurrence of an event of default, interest accrues at the lesser of 22% per annum or the maximum rate permitted by applicable law. In addition, upon any event of default, the investor may accelerate the outstanding balance payable under the November 2020 Note, which will increase automatically upon such acceleration by 15%, 10% or 5%, depending on the nature of the event of default. Events of default as referenced herein and not otherwise defined shall have the same meaning as set forth in the November 2020 Note Transaction documents filed as an exhibit to the Company’s current report on Form 8-K The investor may convert all or any part the outstanding balance of the November 2020 Note into shares of common stock at an initial conversion price of $10.00 per share upon five trading days million The investor may redeem any portion of the November 2020 Note, at any time after six months from the issue date, upon three trading days’ notice, subject to a Maximum Monthly Redemption Amount of $3.5 million. The November 2020 Note requires the Company to satisfy its redemption obligations in cash within three trading days premium to par value, at any time upon 15 trading days’ notice. In addition, beginning in the month of November 2020 and for each of the following five months, the Company is obligated to reduce the outstanding balance of the November 2020 Note by $7.5 million per month (the “Debt Reduction Amount”). Payments the Company makes under the March 2020 Note and the July 2020 Note will be credited toward the payment of each monthly Debt Reduction Amount. These payments are not subject to the 15 470-50-40-10, Debt Modifications and Extinguishments Pursuant to the terms of the Agreement and the November 2020 Note, the Company must obtain the investor’s consent before assuming additional debt with aggregate net proceeds to the Company of less than $25.0 million. Upon any such approval, the outstanding principal balance of the November 2020 Note shall increase automatically by 5% upon the issuance of such additional debt. The Company agreed to use commercially reasonable efforts to file a Registration Statement on Form S-3 The embedded conversion feature in the November 2020 Note was analyzed under ASC 815, Derivatives and Hedging , de minimis Amortization of debt discounts and issuance costs during the three and six months ended November 30, 2020 amounted to approximately $0.1 million. The unamortized discount and issuance costs balance for the November 2020 Note is approximately $3.4 million as of November 30, 2020. The accrued interest balance for the November 2020 Note is approximately $0.1 million as of November 30, 2020 resulting from approximately $0.1 million of interest expense for the three and six months ended November 30, 2020. The outstanding balance on the November 2020 Note, including accrued interest, was approximately $28.6 million. |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Nov. 30, 2020 | |
Derivative Liability | Note 6 The investor and placement agent warrants, issued in connection with a registered direct offering in September 2016, contained a provision for net cash settlement in the event that there is a fundamental transaction (contractually defined as a merger, sale of substantially all assets, tender offer or share exchange, whereby such other Person or group acquires more than 50% of the outstanding common stock). If a fundamental transaction occurs in which the consideration issued consists principally of cash or stock in a successor entity, then the warrant holder has the option to receive cash equal to the fair value of the remaining unexercised portion of the warrant. Due to this contingent cash settlement provision, the investor and placement agent warrants require liability classification as derivatives in accordance with ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging, The following tables summarize the fair value of the warrant derivative liability and related common shares as of inception date September 15, 2016, prior fiscal year end date May 31, 2020 and current reporting date November 30, 2020 (in thousands): Shares Derivative Inception to date September 15, 2016 7,733 $ 5,179 Change in fair value of derivative liability — (4,777 ) Balance May 31, 2019 7,733 402 Change in fair value of derivative liability — 11,547 Fair value of warrants exercised 7,733 (11,949 ) Balance May 31, 2020 — — Change in fair value of derivative liability — — Balance November 30, 2020 — $ — Changes in the fair value of the derivative liability are reported as “Change in fair value of derivative liability” in the Consolidated Statements of Operations. The Company recognized approximately $0.3 million of non-cash ASC 820, Fair Value Measurement The Company estimated the fair value of the warrant derivative liability as of inception date September 15, 2016, May 31, 2019 and November 30, 2019, using the following assumptions: September 15, May 31, November 30, Fair value of underlying stock $ 0.78 $ 0.39 $ 0.28 Risk free rate 1.20 % 1.94 % 1.61 % Expected term (in years) 5 2.29 1.79 Stock price volatility 106 % 61 % 63 % Expected dividend yield — — — Probability of fundamental transaction 50 % 50 % 50 % Probability of holder requesting cash payment 50 % 50 % 50 % Due to the fundamental transaction provision contained in the warrants, which could provide for early redemption of the warrants, the model also considered subjective assumptions related to the fundamental transaction provision. The fair value of the warrants will be significantly influenced by the fair value of the Company’s stock price, stock price volatility, changes in interest rates and management’s assumptions related to the fundamental transaction provisions. As described in Note 5 November 30, 2019 November 15, January 30, June January Fair value of underlying stock $ 0.57 $ 0.49 $ 0.28 $ 0.28 Risk free rate 2.78 % 2.52 % 1.63 % 1.60 % Expected term (in years) 1.61 2 0.57 1.17 Stock price volatility 58.8 % 61 % 66.3 % 64.1 % Expected dividend yield — — — — Discount factor 85 % 85 % 85 % 85 % As discussed above, the June 2018 and January 2019 Notes were fully satisfied during the fiscal year ended May 31, 2020 and there is no outstanding balance as of November 30, 2020. The following table summarizes the fair value of the convertible note redemption provision derivative liability as of inception dates November 15, 2018, January 30, 2019 and November 30, 2019 (in thousands): Net Proceeds Derivative Liability Inception date November 30, 2019 Inception date June 2018 Note, November 15, 2018 $ 5,000 $ 1,285 $ 481 Inception date January 2019 Note, January 30, 2019 5,000 1,465 975 $ 1,456 The Company recognized approximately $0.6 million of non-cash , as the notes were previously retired. |
Stock Options and Warrants
Stock Options and Warrants | 6 Months Ended |
Nov. 30, 2020 | |
Stock Options and Warrants | Note 7 The Company has one active stock-based equity plan at November 30, 2020, the CytoDyn Inc. Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan”) and one stock-based equity plan that is no longer active, but under which certain prior awards remain outstanding, the CytoDyn Inc. 2004 Stock Incentive Plan (the “2004 Plan” and, together with the 2012 Plan, the “Incentive Plans”). In September 2020, the stockholders approved the CytoDyn Inc. Amended and Restated 2012 Equity Incentive Plan to increase the number of shares available for issuance from 25 million to 50 million shares among other amendments. The total number of shares available to be issued will increase on the first day of each fiscal year in an amount equal to 1% of the total outstanding shares on the last day of the prior fiscal year, and the term of the Plan was extended for an additional 10 years to September 30, 2030. As of November 30, 2020, the Company had approximately 15.7 million shares available for future stock-based grants under the 2012 Plan. Stock Options Upon the September 30, 2020 stockholder approval of the Amended and Restated 2012 Plan, the Company issued to executives of the Company non-qualified million shares of common stock, time-vesting restricted stock units (“RSUs”) million shares of common stock, and performance based RSUs (“PSUs”) million shares of common stock. The stock options have a per share exercise price of non-employee shares of common stock, or shares of common stock for each director, which represented the remaining portion of the annual director compensation for the fiscal year beginning June 1, 2020. The options were issued with a per share exercise price of , grant date fair value of $4.20 per share, and vest equally over three quarterly installments beginning November 30, 2020. During the six months ended November 30, 2020, the Company granted stock options, covering an aggregate of 1.3 million shares of common stock, to employees and consultants with exercise prices ranging between a ten-year term During the six months ended November 30, 2020, the Company issued 110,000 shares of common stock in connection with the exercise of stock options covering an aggregate of 110,000 shares. The stated exercise price ranged from $0.39 to $0.98 per share which resulted in aggregate gross proceeds of $48,300. Warrants During the six months ended November 30, 2020, the Company issued compensatory warrants covering an aggregate of 105,000 shares of common stock to consultants. The warrants have a five-year During the six months ended November 30, 2020, the Company issued approximately 21.6 million shares of common stock, $0.001 par value, in connection with the exercise of approximately 21.6 million warrants. The stated exercise price ranged from $0.30 to $1.35 per share, which resulted in aggregate gross proceeds of approximately $15.2 million. Additionally, during the six months ended November 30, 2020, the Company issued approximately 8.9 million shares of common stock, $0.001 par value, in connection with the cashless exercise of approximately 9.6 million warrants with stated exercise prices ranging from $0.50 to $1.35. Compensation expense related to stock options and warrants for the three and six months ended November 30, 2020 and November 30, 2019 was approximately $3.4 million and $5.5 million and $1.0 million and $1.5 million, respectively. The grant date fair value of options, warrants, and common stock vested during the six months ended November 30, 2020 and 2019 was approximately $3.0 million and $0.9 million, respectively. As of November 30, 2020, there was approximately $12.2 million of unrecognized compensation expense related to share-based payments for unvested options, which is expected to be recognized over a weighted average period of 1.17 years. The following table represents stock option and warrant activity as of and for the six months ended November 30, 2020 (in thousands, except per share data): Number of Weighted Weighted Aggregate Intrinsic Options and warrants outstanding - May 31, 2020 131,361 $ 0.65 5.79 $ 302,961 Granted 5,486 $ 3.61 — — Exercised (59,238 ) $ 0.57 — — Forfeited/expired/cancelled (533 ) $ 0.98 — — Options and warrants outstanding - November 30, 2020 77,076 $ 0.88 4.38 $ 143,788 Outstanding exercisable - November 30, 2020 70,747 $ 0.71 3.97 $ 140,630 |
Acquisition of Patents and Inta
Acquisition of Patents and Intangibles | 6 Months Ended |
Nov. 30, 2020 | |
Acquisition of Patents and Intangibles | Note 8 The Company consummated an asset purchase on October 16, 2012, and paid $3,500,000 for certain assets, including intellectual property, certain related licenses and sublicenses, FDA filings and various forms of the leronlimab (PRO 140) drug substance. The Company followed the guidance in ASC 805, Business Combinations On November 16, 2018, the Company completed the acquisition of substantially all of the assets of ProstaGene, LLC (“ProstaGene”), a biotechnology start-up ASC 805-10-55, Business Combinations, ASC 805-10-55-5A three A summary of the net purchase price and allocation to the acquired assets is as follows (in thousands): ProstaGene, CytoDyn Inc. equity $ 11,558 Acquisition expenses 741 Release of deferred tax asset 2,827 Total cost of acquisition $ 15,126 ProstaGene, Intangible assets $ 15,126 Other — Allocation of acquisition costs $ 15,126 Assets acquired from ProstaGene include (1) patents issued in the United States and Australia related to “Prostate Cancer Cell Lines, Gene Signatures and Uses Thereof” and “Use of Modulators of CCR5 in the Treatment of Cancer and Cancer Metastasis,” (2) an algorithm used to identify a 14-gene 2017-01. Business Combinations The fair value of the technology acquired is identified using the Income Approach. The fair value of the patents acquired is identified using the Cost to Reproduce Method. The fair value of the noncompetition agreement acquired is identified using the Residual Value Method. Goodwill is not recorded as the transaction represents an asset acquisition in accordance with ASU 2017-01. The following presents intangible assets activity, inclusive of patents (in thousands): November 30, 2020 May 31, 2020 Leronlimab (PRO 140) patent $ 3,500 $ 3,500 ProstaGene, LLC intangible asset acquisition 15,126 15,126 Website development costs 20 20 Accumulated amortization (6,184 ) (5,190 ) Total amortizable intangible assets, net 12,462 13,456 Patents currently not amortized — — Carrying value of intangibles, net $ 12,462 $ 13,456 Amortization expense related to all intangible assets was approximately $0.5 million and $1.0 million and $0.5 million and $1.0 million for the three and six months ended November 30, 2020 and 2019. The following table summarizes the estimated aggregate future amortization expense related to the Company’s intangible assets with finite lives as of November 30, 2020: Fiscal Year Amount 2021 (6 months remaining) $ 994 2022 1,912 2023 1,301 2024 1,023 2025 1,023 Thereafter 6,209 Total $ 12,462 |
License Agreements
License Agreements | 6 Months Ended |
Nov. 30, 2020 | |
License Agreements | Note 9 The Company has two license agreements with a third-party licensor covering the licensor’s “system know-how” |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Nov. 30, 2020 | |
Commitments and Contingencies | Note 10 Commitments with Samsung Biologics During the fourth quarter of fiscal 2019, the Company entered into a Master Services Agreement and Product Specific Agreement (collectively, the “Samsung Agreement”) with Samsung BioLogics Co., Ltd. (“Samsung”), pursuant to which Samsung will perform technology transfer, process validation, manufacturing and supply services for the commercial supply of leronlimab. As of the quarter ended November 30, 2020, the Company delivered to Samsung purchase orders totaling approximately $116 million related to the manufacture of leronlimab and payments totaling $40 million, with additional payments scheduled to be made throughout calendar 2021 and 2022. As of November 30, 2020, the Company has recorded current liabilities of approximately $44 million and long-term liabilities of $34 million related to inventory manufactured pursuant to the Samsung Agreement. Under the Samsung Agreement, the purchase order is binding and the Company is obligated to pay the full amount of the purchase order, and make specified minimum purchases of leronlimab from Samsung pursuant to forecasted requirements which the Company is required to provide to Samsung. The first forecast scheduled 11 manufacturing batches setting forth the total quantity of commercial grade leronlimab the Company expects to require during calendar year 2020, as of the quarter ended November 30, 2020, all batches were substantially complete. The Company estimates initial ramp-up million, with approximately million payable over the course of calendar year 2020, of which million has been paid as of the date of this filing, approximately million payable during calendar year 2021, and approximately two-year On May 22, 2020, the Company entered into a Drug Product Manufacturing Services Agreement with Samsung (the “Samsung Vial Filling Agreement”), pursuant to which Samsung will perform technology transfer, process validation, vial filling and storage services for clinical, pre-approval set-up million in the form of purchase orders related to the Samsung Vial Filling Agreement through January 2021. In addition to our manufacturing agreement with Samsung, the Company also previously entered into an arrangement with another third-party contract manufacturer to provide process transfer, validation and manufacturing services for leronlimab. In the event that the Company terminates the agreement with this manufacturer, the Company may incur certain financial penalties which would become payable to the manufacturer. Conditioned upon the timing of termination, the financial penalties may total approximately $1.1 million. The amount and timing of the financial commitments under an agreement with our secondary contract manufacturer will depend on the timing of the anticipated approval of our BLA and the initial product demand forecast, which is critical to align the timing of capital resources in order to ensure availability of sufficient quantities of commercial product. Commitments with Contract Research Organization (CRO) The Company has entered into project work orders, as amended, for each of our clinical trials with our CRO and related laboratory vendors. Under the terms of these agreements, the Company incurs execution fees for direct services costs, which are recorded as a current asset. In the event the Company were to terminate any trial, it may incur certain financial penalties which would become payable to the CRO. Conditioned upon the form of termination of any one trial, the financial penalties may range up to $0.6 million. In the remote circumstance that the Company would terminate all clinical trials, the collective financial penalties may range from an approximate low of $2.0 million to an approximate high of $4.0 million. Other Matters From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a material adverse effect on the Company’s financial position. |
Private Securities Offerings
Private Securities Offerings | 6 Months Ended |
Nov. 30, 2020 | |
Private Securities Offerings | Note 11 On October 14, 2020, the Company entered into privately negotiated warrant exchange agreements with certain accredited investors, pursuant to which of non-cash On October 26, 2020, the Company entered into privately negotiated warrant exchange agreements with certain accredited investors, pursuant to w of non-cash On November 17, 2020, the Company conducted a private equity offering, in which an accredited investor purchased unregistered common stock at $1.50 per share. Pursuant to the offering, the Company sold approximately 0.67 million shares of common stock, $0.001 par value, for aggregate proceeds of $1.0 million. On November 30, 2020, the Company entered into a privately negotiated warrant exchange agreements with certain accredited investors, pursuant to which the investors purchased common stock at per share in exchange for warrants with an exercise price of per share of common stock. The Company issued million shares of common stock, million warrants to purchase common stock, which resulted in net aggregate proceeds of approximately million. In connection with this transaction, the Company recognized approximately $0.2 million of non-cash As described in Note 5, approximately 4.3 million shares of common stock, $0.001 par value, were issued in exchange for the retirement of the March 2020 Note. |
Stock Grants to Employees
Stock Grants to Employees | 6 Months Ended |
Nov. 30, 2020 | |
Stock Grants to Employees | Note 12 As described in Note 7 above, upon the September 30, 2020 stockholder approval of the Amended and Restated 2012 Plan, the Company issued to executives of the Company non-qualified stock options covering 3.35 million shares of common stock, time-vesting restricted stock units (“RSUs”) covering 1.12 million shares of common stock and performance based RSUs (“PSUs”) covering 4.35 million shares of common stock. The RSUs vest equally over On October 16, 2020, in connection with his hiring the Company granted Mahboob U. Rahman M.D., Ph.D., FACR, Chief Scientific Officer, 0.2 million time-vesting RSUs. The RSUs vest equally over three years. The grant date fair value of these RSUs was $2.81 per share. |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended |
Nov. 30, 2020 | |
Employee Benefit Plan | Note 13 The Company has an employee savings plan (the “Plan”) pursuant to Section 401(k) of the Internal Revenue Code (the “Code”), covering all of its employees. The Company makes a qualified non-elective contribution non-elective |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Nov. 30, 2020 | |
Related Party Transactions | Note 1 4 The Audit Committee of the Board of Directors, comprised of independent directors, or the full Board of Directors, reviews and approves all related party transactions. There were no related party transactions for the quarter ended November 30, 2020. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Nov. 30, 2020 | |
Subsequent Events | Note 15 In March 2020, the World Health Organization declared COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 “shelter-in-place” COVID-19, COVID-19 depend on future developments, including the duration and spread of the pandemic and related restrictions on travel and transports, all of which are uncertain and cannot be predicted. An extended period of global supply chain and economic disruption could materially affect the Company’s business, results of operations, access to sources of liquidity and financial condition. On December 18, 2020, the Company and the November 2020 Note holder entered into an exchange agreement, pursuant to which the November 2020 Note was partitioned into a new note (the “Partitioned Note”) with a principal amount equal to the Debt Reduction Amount of $7.5 million, the outstanding balance of the November 2020 Note was reduced by the Partitioned Note, and the Company and the investor exchanged the Partitioned Note for approximately 2.2 million shares of the Company’s common stock $0.001 par value. Following this payment, the outstanding balance on the November 2020 Note, including accrued interest, was approximately $21.3 million. During December 2020, the Company entered into a private warrant exchange in which accredited investors purchased unregistered common stock at a range of per share as compared to the stated exercise price on their warrant, which ranged from per share of common stock. The Company issued approximately 2.2 shares of common stock, as well as approximately 0.2 million additional shares as an inducement to exercise their warrants, for a total of approximately par value. Aggregate gross proceeds from the private warrant exchange were approximately During December 2020, the Company issued approximately 3.7 million shares of common stock, $0.001 par value, in connection with the exercise of outstanding warrants and stock options covering approximately 3.7 million shares. The stated exercise prices ranged from $0.30 to $1.40 per share, which resulted in aggregate gross proceeds to the Company of approximately $2.6 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Nov. 30, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying consolidated interim financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect all adjustments, which consist solely of typical recurring adjustments, needed to fairly present the financial results of the periods presented. The consolidated financial statements and notes thereto are presented as prescribed by Form 10-Q. Accordingly, The accompanying consolidated financial statements should be read in conjunction with the financial statements for the fiscal years ended May 31, 2020 and 2019 and notes thereto in the Company’s Annual Report on Form 10-K for |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, CytoDyn Operations Inc. and Advanced Genetic Technologies, Inc. (“AGTI”), of which AGTI is a dormant entity. All intercompany transactions and balances are eliminated in consolidation. |
Reclassifications | Reclassifications Certain prior year amounts shown in the accompanying consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications did not have any effect on total current assets, total assets, total current liabilities, total liabilities, total stockholders’ (deficit) equity, net loss or loss per share. |
Going Concern | Going Concern The consolidated accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company had losses for all periods presented. The Company incurred a net loss of $65.8 million for the six months ended November 30, 2020 and has an accumulated deficit of $421.6 million as of November 30, 2020. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional operating capital, complete development of its product candidate, obtain U.S. Food & Drug Administration (“FDA”) approval, outsource manufacturing of the product candidate, and ultimately achieve initial revenues and attain profitability. The Company is currently engaging in significant research and development activities related to its product candidate for multiple indications, and expects to incur significant research and development expenses in the future primarily related to its clinical trials. These research and development activities are subject to significant risks and uncertainties. The Company intends to finance its future development activities and its working capital needs largely from the sale of equity and debt securities, combined with additional funding from other traditional sources. There can be no assurance, however, that the Company will be successful in these endeavors. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of expenses during the reporting period. Estimates are assessed each period and updated to reflect current information, such as the economic considerations related to the impact that the recent coronavirus disease could have on our significant accounting estimates and assumptions. The Company’s estimates are based on historical experience and on various market and other relevant, appropriate assumptions. Actual results could differ from these estimates. |
Cash | Cash Cash is maintained at federally insured financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. Balances in excess of federally insured limits at November 30, 2020 and May 31, 2020 approximated $29.2 million and $14.0 million, respectively. |
Identified Intangible Assets | Identified Intangible Assets The Company follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350 Intangibles-Goodwill and Other 8 |
Research and Development | Research and Development Research and development costs are expensed as incurred. Clinical trial costs incurred through third parties are expensed as the contracted work is performed. Contingent milestone payments that are due to third parties under research and development collaboration arrangements or other contractual agreements are expensed when the milestone conditions are probable and the amount of payment is reasonably estimable, see further discussion in Note 9 and 10. |
Inventory | Inventory The Company values inventory at the lower of cost or net realizable value using the average cost method. Inventories consist of raw materials, bulk drug substance, and drug product in unlabeled vials to be used for commercialization of the Company’s biologic, leronlimab, which is in the regulatory approval process. The consumption of raw materials during production is classified as work-in-progress The Company evaluates its inventory levels on a quarterly basis and writes down inventory that has become obsolete, or has a cost in excess of its expected net realizable value, and inventory quantities in excess of expected requirements. In assessing the lower of cost or net realizable value for pre-launch |
Inventories Procured or Produced in Preparation for Product Launches | Inventories Procured or Produced in Preparation for Product Launches The Company capitalizes inventories procured or produced in preparation for product launches sufficient to support estimated initial market demand. Typically, capitalization of such inventory begins when the results of clinical trials have reached a status sufficient to support regulatory approval, uncertainties regarding ultimate regulatory approval have been significantly reduced, and the Company has determined it is probable that these capitalized costs will provide some future economic benefit in excess of capitalized costs. The material factors considered by the Company in evaluating these uncertainties include the receipt and analysis of positive Phase 3 clinical trial results for the underlying product candidate, results from meetings with the relevant regulatory authorities prior to the filing of regulatory applications, and the compilation of the regulatory application. The Company closely monitors the status of the product within the regulatory review and approval process, including all relevant communication with regulatory authorities. If the Company is aware of any specific material risks or contingencies other than the normal regulatory review and approval process or if there are any specific issues identified relating to safety, efficacy, manufacturing, marketing or labeling, the related inventory may no longer qualify for capitalization. Anticipated future sales, shelf lives, and expected approval date are taken into account when evaluating realizability of capitalized inventory. The shelf life of a product is determined as part of the regulatory approval process; however, in assessing whether to capitalize pre-launch pre-approval |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, accrued liabilities, and short-term and long-term debt. As of November 30, 2020, the carrying value of the Company’s cash, accounts payable, and accrued liabilities approximate their fair value due to the short-term maturity of the instruments. Short-term and long-term debt are reported at amortized cost in the Consolidated Balance Sheets. The remaining financial instruments are reported in the Consolidated Balance Sheets at amounts that approximate current fair values. During the fiscal year ending May 31, 2020, the Company carried derivative financial instruments at fair value as required by U.S. GAAP. Derivative financial instruments consist of financial instruments that contain a notional amount and one or more underlying variables (e.g., interest rate, security price, variable conversion rate or other variables), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. The Company follows the provisions of ASC 815, Derivatives and Hedging, Distinguishing Liabilities from Equity, The fair value hierarchy specifies three levels of inputs that may be used to measure fair value as follows: • Level 1. Quoted prices in active markets for identical assets or liabilities. • Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market • Level 3. Unobservable inputs to the valuation methodology which are significant to the measurement of the fair value of assets or liabilities. These Level 3 inputs also include non-binding market or non-binding broker The Company did not have any assets or liabilities measured at fair value using Level 1 or 2 of the fair value hierarchy as of November 30, 2020 and May 31, 2020. As of November 30, 2020, there were no assets or liabilities measured at fair value using Level 3 inputs; previous outstanding derivative warrants and related convertible debt had been converted prior to May 31, 2020 according to the terms of the agreements. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurements. These instruments are not quoted on an active market. During the 2020 fiscal year, the Company used a Binomial Lattice Model to estimate the value of the warrant derivative liability and a Monte Carlo Simulation to value the derivative liability of the redemption provision within a convertible promissory note. These valuation models were used because management believes they reflect all the assumptions that market participants would likely consider in negotiating the transfer of the instruments. The Company’s derivative liabilities were classified within Level 3 of the fair value hierarchy because certain unobservable inputs were used in the valuation models. The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) from inception to the year ended May 31, 2020 (in thousands): Investor warrants issued with registered direct equity offering $ 4,360 Placement agent warrants issued with registered direct equity offering 819 Fair value adjustments (3,855 ) Balance at May 31, 2018 1,324 Inception date value of redemption provisions 2,750 Fair value adjustments—convertible notes (745 ) Fair value adjustments—warrants (922 ) Balance at May 31, 2019 2,407 Fair value adjustments—convertible notes (2,005 ) Fair value adjustments—warrants 11,547 Exercise of derivative warrants (11,949 ) Balance at May 31, 2020 $ — |
Operating Leases | Operating Leases Operating leases are included in operating lease right-of-use Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms do not include options to extend or terminate the lease as it is not reasonably certain that it will exercise these options. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease |
Stock-Based Compensation | Stock-Based Compensation U.S. GAAP requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award (requisite service period), when designated milestones have been achieved or when pre-defined performance conditions are met. The Company accounts for stock-based awards established by the fair market value of the instrument using the Black-Scholes option pricing model utilizing certain weighted average assumptions including stock price volatility, expected term and risk-free interest rates, as of the grant date. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected term of the stock-based award. The expected volatility is based on the historical volatility of the Company’s common stock on monthly intervals. The computation of the expected option term is based on the “simplified method,” as the Company issuances are considered “plain vanilla” options. For stock-based awards with defined vesting, the Company recognizes compensation expense over the requisite service period, when designated milestones have been achieved or when pre-defined performance conditions are met. The Company estimates forfeitures at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates. Based on limited historical experience of forfeitures, the Company estimated future unvested forfeitures at 0% for all periods presented. Periodically, the Company will issue restricted common stock to executives or third parties as compensation for services rendered. Such stock awards are valued at fair market value on the effective date of the Company’s obligation. |
Debt | Debt The Company has historically issued promissory notes at a discount and has 470-35 Debt Subsequent Measurement |
Offering Costs | Offering Costs The Company periodically incurs direct incremental costs associated with the sale of equity securities as fully described in Note 11 |
Loss per Common Share | Loss per Common Share Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share would include the weighted average common shares outstanding and potentially dilutive common stock equivalents. Because of the net losses for all periods presented, the basic and diluted weighted average shares outstanding are the same since including the additional shares would have an anti-dilutive effect on the loss per share. For this reason, the following options, warrants, unvested restricted stock units, convertible preferred stock including undeclared dividends and share reservations for convertible notes, which are issuable into common stock were not included in the computation of basic and diluted weighted average number of shares of common stock outstanding for the six months ended November 30, 2020 and November 30, 2019 (in thousands), respectively: Six Months Ended November 30, 2020 2019 Stock options, warrants & unvested restricted stock 82,796 177,457 Convertible notes payable 12,000 10,048 Convertible preferred stock 31,490 17,550 |
Income Taxes | Income Taxes Deferred taxes are provided on the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Future tax benefits for net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company follows the provisions of FASB ASC 740-10, Uncertainty in Income Taxes 740-10. In accordance with Section 15 of the Internal Revenue Code, the Company utilized a federal statutory rate of 21% for the six months ended November 30, 2020 and November 30, 2019. The net tax expense for the six zero |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent accounting pronouncements, other than below, issued by the FASB (including its EITF), the AICPA and the SEC did not or are not believed by management to have a material effect on the Company’s present or future consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) No. 2020-06 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Nov. 30, 2020 | |
Reconciliation of Liability Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) | The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) from inception to the year ended May 31, 2020 (in thousands): Investor warrants issued with registered direct equity offering $ 4,360 Placement agent warrants issued with registered direct equity offering 819 Fair value adjustments (3,855 ) Balance at May 31, 2018 1,324 Inception date value of redemption provisions 2,750 Fair value adjustments—convertible notes (745 ) Fair value adjustments—warrants (922 ) Balance at May 31, 2019 2,407 Fair value adjustments—convertible notes (2,005 ) Fair value adjustments—warrants 11,547 Exercise of derivative warrants (11,949 ) Balance at May 31, 2020 $ — |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | For this reason, the following options, warrants, unvested restricted stock units, convertible preferred stock including undeclared dividends and share reservations for convertible notes, which are issuable into common stock were not included in the computation of basic and diluted weighted average number of shares of common stock outstanding for the six months ended November 30, 2020 and November 30, 2019 (in thousands), respectively: Six Months Ended November 30, 2020 2019 Stock options, warrants & unvested restricted stock 82,796 177,457 Convertible notes payable 12,000 10,048 Convertible preferred stock 31,490 17,550 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Nov. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories as of November 30, 2020 and May 31, 2020 are presented below (in thousands): November 30, 2020 May 31, 2020 Raw materials $ 28,294 $ 19,147 Work-in-progress 70,777 — Total $ 99,071 $ 19,147 |
Convertible Instruments (Tables
Convertible Instruments (Tables) | 6 Months Ended |
Nov. 30, 2020 | |
Warrants At Fair Value And Beneficial Conversion Feature At Intrinsic Value | The net proceeds of $5.0 million were allocated first to the redemption provision at its fair value, then to the warrants at their relative fair value and the beneficial conversion feature at its intrinsic value as follows (in thousands): January 30, 2019 Fair value of redemption provision $ 1,465 Relative fair value of equity classified warrants 858 Beneficial conversion feature 2,677 Net proceeds of January 2019 Note $ 5,000 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Nov. 30, 2020 | |
Schedule of Derivative Liabilities at Fair Value | The following tables summarize the fair value of the warrant derivative liability and related common shares as of inception date September 15, 2016, prior fiscal year end date May 31, 2020 and current reporting date November 30, 2020 (in thousands): Shares Derivative Inception to date September 15, 2016 7,733 $ 5,179 Change in fair value of derivative liability — (4,777 ) Balance May 31, 2019 7,733 402 Change in fair value of derivative liability — 11,547 Fair value of warrants exercised 7,733 (11,949 ) Balance May 31, 2020 — — Change in fair value of derivative liability — — Balance November 30, 2020 — $ — |
Assumptions used in Estimating Fair Value of Warrant Derivative Liability | The Company estimated the fair value of the warrant derivative liability as of inception date September 15, 2016, May 31, 2019 and November 30, 2019, using the following assumptions: September 15, May 31, November 30, Fair value of underlying stock $ 0.78 $ 0.39 $ 0.28 Risk free rate 1.20 % 1.94 % 1.61 % Expected term (in years) 5 2.29 1.79 Stock price volatility 106 % 61 % 63 % Expected dividend yield — — — Probability of fundamental transaction 50 % 50 % 50 % Probability of holder requesting cash payment 50 % 50 % 50 % |
Registered Direct Equity Offering [Member] | Investor Warrants Issued With Registered Direct Equity Offering [Member] | |
Assumptions used in Estimating Fair Value of Warrant Derivative Liability | The Company estimated the fair value of the redemptive provision using the following assumptions on the closing date of November 15, 2018, January 30, 2019 and November 30, 2019: November 30, 2019 November 15, January 30, June January Fair value of underlying stock $ 0.57 $ 0.49 $ 0.28 $ 0.28 Risk free rate 2.78 % 2.52 % 1.63 % 1.60 % Expected term (in years) 1.61 2 0.57 1.17 Stock price volatility 58.8 % 61 % 66.3 % 64.1 % Expected dividend yield — — — — Discount factor 85 % 85 % 85 % 85 % |
Convertible Note Redemption Provision Derivative Liability [Member] | |
Schedule of Derivative Liabilities at Fair Value | The following table summarizes the fair value of the convertible note redemption provision derivative liability as of inception dates November 15, 2018, January 30, 2019 and November 30, 2019 (in thousands): Net Proceeds Derivative Liability Inception date November 30, 2019 Inception date June 2018 Note, November 15, 2018 $ 5,000 $ 1,285 $ 481 Inception date January 2019 Note, January 30, 2019 5,000 1,465 975 $ 1,456 |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 6 Months Ended |
Nov. 30, 2020 | |
Stock Option and Warrant Activity | The following table represents stock option and warrant activity as of and for the six months ended November 30, 2020 (in thousands, except per share data): Number of Weighted Weighted Aggregate Intrinsic Options and warrants outstanding - May 31, 2020 131,361 $ 0.65 5.79 $ 302,961 Granted 5,486 $ 3.61 — — Exercised (59,238 ) $ 0.57 — — Forfeited/expired/cancelled (533 ) $ 0.98 — — Options and warrants outstanding - November 30, 2020 77,076 $ 0.88 4.38 $ 143,788 Outstanding exercisable - November 30, 2020 70,747 $ 0.71 3.97 $ 140,630 |
Acquisition of Patents and In_2
Acquisition of Patents and Intangibles (Tables) | 6 Months Ended |
Nov. 30, 2020 | |
Summary of the Net Purchase Price and Allocation to the Acquired Assets | A summary of the net purchase price and allocation to the acquired assets is as follows (in thousands): ProstaGene, CytoDyn Inc. equity $ 11,558 Acquisition expenses 741 Release of deferred tax asset 2,827 Total cost of acquisition $ 15,126 ProstaGene, Intangible assets $ 15,126 Other — Allocation of acquisition costs $ 15,126 |
Intangible Assets Activity | The following presents intangible assets activity, inclusive of patents (in thousands): November 30, 2020 May 31, 2020 Leronlimab (PRO 140) patent $ 3,500 $ 3,500 ProstaGene, LLC intangible asset acquisition 15,126 15,126 Website development costs 20 20 Accumulated amortization (6,184 ) (5,190 ) Total amortizable intangible assets, net 12,462 13,456 Patents currently not amortized — — Carrying value of intangibles, net $ 12,462 $ 13,456 |
Summary The Estimated Aggregate Future Amortization Expense | The following table summarizes the estimated aggregate future amortization expense related to the Company’s intangible assets with finite lives as of November 30, 2020: Fiscal Year Amount 2021 (6 months remaining) $ 994 2022 1,912 2023 1,301 2024 1,023 2025 1,023 Thereafter 6,209 Total $ 12,462 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Nov. 30, 2020 | Aug. 31, 2020 | Nov. 30, 2019 | Aug. 31, 2019 | Nov. 30, 2020 | Nov. 30, 2019 | May 31, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Net loss | $ (34,966,000) | $ (30,832,000) | $ (14,860,000) | $ (16,164,000) | $ (65,798,000) | $ (31,024,000) | |
Accumulated (deficit) | (421,587,000) | (421,587,000) | $ (354,711,000) | ||||
Balance in excess of federally insured limits | 29,200,000 | 29,200,000 | $ 14,000,000 | ||||
Impairment charges | 0 | $ 0 | |||||
Pre-launch inventory qualified for capitalization | $ 0 | $ 0 | |||||
Federal statutory income tax rate, percent | 21.00% | 21.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule Of Antidilutive Securities Excluded From Computation Of Earnings Per Share (Detail) - shares shares in Thousands | 6 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Stock options, warrants & unvested restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 82,796 | 177,457 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,000 | 10,048 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 31,490 | 17,550 |
Reconciliation of Liability Mea
Reconciliation of Liability Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) (Detail) - USD ($) | 12 Months Ended | ||
May 31, 2020 | May 31, 2019 | May 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | $ 2,407,000 | $ 1,324,000 | |
Fair value adjustments | $ (3,855,000) | ||
Ending Balance | 2,407,000 | 1,324,000 | |
Convertible notes [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value adjustments | (2,005,000) | (745,000) | |
Warrant [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value adjustments | 11,547,000 | (922,000) | |
Exercises | $ (11,949,000) | ||
Investor Warrants Issued with Registered Direct Equity Offering | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants issued | 4,360,000 | ||
Placement Agent Warrants Issued with Registered Direct Equity Offering | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants issued | $ 819,000 | ||
Inception date value of redemption provision - warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants issued | $ 2,750,000 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | Nov. 30, 2020 | May 31, 2020 |
Inventory [Line Items] | ||
Inventories | $ 99,071 | $ 19,147 |
Work in progress bulk drug substance | 70,777 | |
Bulk Drug Substance [Member] | ||
Inventory [Line Items] | ||
Work in progress bulk drug substance | 41,100 | |
Drug Products [Member] | ||
Inventory [Line Items] | ||
Work in progress bulk drug substance | $ 29,700 |
Summary of Inventory (Detail)
Summary of Inventory (Detail) - USD ($) $ in Thousands | Nov. 30, 2020 | May 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 28,294 | $ 19,147 |
Work in-progress | 70,777 | |
Total | $ 99,071 | $ 19,147 |
Long-term Accounts Payable (Det
Long-term Accounts Payable (Detail) $ in Thousands | Nov. 30, 2020USD ($) |
Accounts Payable And Accrued Liabilities [Line Items] | |
Accounts payable non current no interest bearing | $ 34,280 |
Manufacturing and Supply Service | Samsung Agreement | |
Accounts Payable And Accrued Liabilities [Line Items] | |
Accounts payable non current no interest bearing | $ 34,300 |
Convertible Instruments - Addit
Convertible Instruments - Additional Information (Detail) - USD ($) | Nov. 30, 2020 | Nov. 10, 2020 | Jul. 30, 2020 | Jul. 29, 2020 | Jul. 27, 2020 | Jan. 28, 2020 | Jun. 26, 2018 | Jan. 30, 2019 | Nov. 15, 2018 | Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2020 | Nov. 30, 2019 | May 31, 2020 | Jul. 31, 2020 | Sep. 30, 2019 |
Class of Stock [Line Items] | ||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Convertible notes, interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||
Exercise price of warrants, per share | $ 0.45 | $ 0.45 | ||||||||||||||
Amortization of debt discount | $ 1,243,000 | $ 439,000 | $ 2,582,000 | $ 1,470,000 | ||||||||||||
Proceeds from sale of common stock and warrant | 1,000,000 | 6,665,000 | ||||||||||||||
Proceeds from convertible promissory note | $ 5,000,000 | |||||||||||||||
Common stock conversion price | $ 0.55 | $ 0.50 | ||||||||||||||
Convertible promissory note maximum redemption amount | 950,000 | |||||||||||||||
Convertible note, redeemed amount | 4,500,000 | |||||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 9,500,000 | |||||||||||||||
Extinguishment loss | (4,169,000) | |||||||||||||||
Accrued dividends | $ 1,816,000 | $ 1,816,000 | $ 1,816,000 | $ 981,000 | ||||||||||||
Common Stock, Shares, Issued | 590,279,000 | 590,279,000 | 590,279,000 | 519,261,000 | ||||||||||||
Interest paid | $ 138,000 | 255,000 | ||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Gain loss on extinguishment of debt | $ (4,169,000) | |||||||||||||||
Accrued interest on convertible notes | $ 1,133,000 | $ 1,133,000 | 1,133,000 | $ 292,000 | ||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 9,500,000 | |||||||||||||||
Conversion Of Debt Into Equity [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Amortization of debt discount | $ 700,000 | $ 1,900,000 | ||||||||||||||
Interest Rate Payable On Default [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Convertible notes, interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||
Debt Instrument, Interest Rate, Basis for Effective Rate | 22 | |||||||||||||||
Default Percentage One [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt instrument percentage increase on principal payable on default | 15.00% | |||||||||||||||
Debt Instrument Percentage Increase On Principal Payable In The Event Of Defaul | 15.00% | 15.00% | 15.00% | |||||||||||||
Default Percentage Two [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt instrument percentage increase on principal payable on default | 10.00% | |||||||||||||||
Debt Instrument Percentage Increase On Principal Payable In The Event Of Defaul | 10.00% | 10.00% | 10.00% | |||||||||||||
Default Percentage Three [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt instrument percentage increase on principal payable on default | 5.00% | |||||||||||||||
Debt Instrument Percentage Increase On Principal Payable In The Event Of Defaul | 5.00% | 5.00% | 5.00% | |||||||||||||
Conversion of Preferred Stock to Common Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Undeclared dividend | $ 7,700 | 200,000 | ||||||||||||||
Accrued dividend | $ 15,400 | $ 15,400 | $ 500,000 | 15,400 | 500,000 | |||||||||||
Note | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Convertible notes, interest rate | 10.00% | |||||||||||||||
Number of shares to be sold | 8,500,000 | |||||||||||||||
Convertible promissory note principle amount | $ 5,700,000 | |||||||||||||||
Proceeds from convertible promissory note | $ 5,000,000 | |||||||||||||||
Common stock conversion price | $ 0.55 | |||||||||||||||
Convertible promissory note maximum redemption amount | $ 300,000 | |||||||||||||||
Convertible promissory note redemption description | The June 2018 Note provided for conversion in total, or in part, of the outstanding balance, into common stock of the Company at any time after six months from the issue date upon five trading days’ notice, subject to certain adjustments and ownership limitations specified in the June 2018 Note, and allowed for redemption, at any time after six months from the issue date upon five trading days’ notice, subject to maximum monthly redemption amount of $0.35 million. | Effective November 15, 2018, the June 2018 Note was amended to allow the investor to redeem the monthly redemption amount of $0.35 million in cash or stock, at the lesser of (i) $0.55, or (ii) the lowest closing bid price of the Company’s common stock during the 20 days prior to the conversion, multiplied by a conversion factor of 85%. | ||||||||||||||
Extinguishment loss | 1,500,000 | |||||||||||||||
Fair value of Note | 6,900,000 | 6,900,000 | 6,900,000 | |||||||||||||
Net carrying value of note | 5,400,000 | $ 5,400,000 | $ 5,400,000 | |||||||||||||
Interest paid | $ 500,000 | |||||||||||||||
Number of days of notice to be given by the investor to the company for redemption | 3 days | |||||||||||||||
Debt instrument number of days of notice to be given by the company to the investor for prepayment | 1 day | |||||||||||||||
Number of days of notice to be given for conversion of notes into common stock | 5 days | |||||||||||||||
Debt instrument term | 2 years | |||||||||||||||
Gain loss on extinguishment of debt | $ 1,500,000 | |||||||||||||||
Note | Default Percentage Three [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt instrument percentage increase on principal payable on default | 5.00% | |||||||||||||||
2019 Short Term Convertible Notes | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Convertible note, aggregate principal | $ 5,500,000 | $ 5,500,000 | 200,000 | $ 5,500,000 | 200,000 | $ 200,000 | ||||||||||
Repayment of note | 700,000 | |||||||||||||||
Interest expense | $ 300,000 | |||||||||||||||
Common stock conversion price | $ 0.50 | |||||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 5,200,000 | |||||||||||||||
Debt outstanding amount | 5,900,000 | |||||||||||||||
Noncash inducement interest expense | $ 300,000 | |||||||||||||||
Common Stock, Shares, Issued | 10,400,000 | |||||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 5,200,000 | |||||||||||||||
2019 Short Term Convertible Notes | Tranche One [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt outstanding amount | 1,100,000 | |||||||||||||||
2019 Short Term Convertible Notes | Tranche Two [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt outstanding amount | $ 4,100,000 | |||||||||||||||
January 2019 Note [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Convertible notes, interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||
Common stock warrants to purchase shares | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||
Exercise price of warrants, per share | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | |||||||||||
Term of warrants | 5 years | |||||||||||||||
Unamortized discount | $ 600,000 | $ 600,000 | $ 600,000 | $ 6,300,000 | ||||||||||||
Unamortized issuance costs | 100,000 | $ 100,000 | 100,000 | |||||||||||||
Number of shares to be sold | 10,800,000 | |||||||||||||||
Interest expense | $ 400,000 | |||||||||||||||
Convertible promissory note principle amount | $ 5,700,000 | |||||||||||||||
Proceeds from convertible promissory note | $ 5,000,000 | |||||||||||||||
Common stock conversion price | $ 0.50 | |||||||||||||||
Convertible promissory note redemption description | The January 2019 Note provided the investor with the right to redeem any portion of the January 2019 Note, at any time after six months from the issue date upon five trading days’ notice, subject to a maximum monthly redemption amount of $0.35 million. The monthly redemption amount may be paid in cash or stock, at the Company’s election, at the lesser of (i) $0.50, or (ii) the lowest closing bid price of the Company’s common stock during the 20 days prior to the conversion, multiplied by a conversion factor of 85%. | |||||||||||||||
Company Reserves Shares For Future Conversition | 20,000,000 | |||||||||||||||
Interest paid | $ 850,000 | |||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Convertible note, aggregate principal | $ 17,100,000 | $ 17,100,000 | $ 17,100,000 | |||||||||||||
Common stock warrants to purchase shares | 4,750,000 | 4,750,000 | ||||||||||||||
Amortization of debt discount | 2,100,000 | |||||||||||||||
Proceeds from sale of common stock and warrant | $ 15,000,000 | |||||||||||||||
Common stock conversion price | $ 4.50 | $ 4.50 | ||||||||||||||
Shares issued on conversion | 2,100,000 | 2,100,000 | ||||||||||||||
March 2020 Long Term Convertible Notes [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Amortization of debt discount | $ 600,000 | |||||||||||||||
Repayment of note | $ 4,300,000 | |||||||||||||||
Convertible note, redeemed amount | 950,000 | |||||||||||||||
Extinguishment loss | 4,200,000 | |||||||||||||||
Interest paid | 950,000 | |||||||||||||||
Debt instrument prepayment amout payable | $ 7,500,000 | |||||||||||||||
Gain loss on extinguishment of debt | $ 4,200,000 | |||||||||||||||
July 2020 Long Term Convertible Notes [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Convertible notes, interest rate | 10.00% | |||||||||||||||
Convertible promissory note principle amount | 28,500,000 | $ 28,500,000 | ||||||||||||||
Proceeds from convertible promissory note | 25,000,000 | 25,000,000 | ||||||||||||||
Common stock conversion price | $ 10 | |||||||||||||||
Convertible promissory note maximum redemption amount | $ 1,600,000 | |||||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 29,500,000 | 29,500,000 | 29,500,000 | |||||||||||||
Amortisation of debt issuance costs and discount | 400,000 | 600,000 | ||||||||||||||
Unamortised discount and debt issuance costs | $ 2,900,000 | $ 2,900,000 | $ 2,900,000 | |||||||||||||
Debt instrument lock in period | 6 months | |||||||||||||||
Debt instrument prepayment percentage premium | 15.00% | |||||||||||||||
Discount on Convertible Promissory Note | 3,400,000 | |||||||||||||||
Expense Payable On Issuance Of Convertible Promissory Note | $ 100,000 | |||||||||||||||
Common stock shares reserved for future issuance | 6,000,000 | 6,000,000 | 6,000,000 | |||||||||||||
Debt insturument number of shares to be registered so that they are issued upon conversion | 2.9 | |||||||||||||||
Accrued interest on convertible notes | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 29,500,000 | $ 29,500,000 | 29,500,000 | |||||||||||||
July 2020 Long Term Convertible Notes [Member] | Maximum | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Proceeds from sale of common stock and warrant | $ 25,000,000 | |||||||||||||||
Long Term Secured Convertible Notes 2020 [Member] | Securities Purchase Agreement | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt instrument prepayment amout payable | $ 7,500,000 | |||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 6,000,000 | |||||||||||||||
November 2020 Long Term Convertible Notes [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Convertible notes, interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||
Interest expense | $ 100,000 | $ 100,000 | ||||||||||||||
Common stock conversion price | $ 10 | |||||||||||||||
Convertible promissory note maximum redemption amount | $ 3,500,000 | |||||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 28,600,000 | 28,600,000 | 28,600,000 | |||||||||||||
Amortisation of debt issuance costs and discount | 100,000 | |||||||||||||||
Unamortised discount and debt issuance costs | 3,400,000 | 3,400,000 | $ 3,400,000 | |||||||||||||
Number of days of notice to be given by the investor to the company for redemption | 3 days | |||||||||||||||
Number of days of notice to be given for conversion of notes into common stock | 5 days | |||||||||||||||
Discount on Convertible Promissory Note | 3,400,000 | 3,400,000 | $ 3,400,000 | |||||||||||||
Expense Payable On Issuance Of Convertible Promissory Note | 100,000 | 100,000 | 100,000 | |||||||||||||
Accrued interest on convertible notes | 100,000 | 100,000 | 100,000 | |||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 28,600,000 | $ 28,600,000 | $ 28,600,000 | |||||||||||||
Common Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Conversion price | $ 0.50 | $ 0.50 | $ 0.50 | |||||||||||||
Series B Convertible Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares outstanding | 87,000 | 87,000 | 87,000 | 92,000 | ||||||||||||
Liquidation preference on common shares | $ 5 | $ 5 | $ 5 | |||||||||||||
Dividends are payable to preferred stock holders | 0.25 | |||||||||||||||
Preferred stock date of dividend declaration | Jul. 30, 2020 | |||||||||||||||
Preferred stock cash dividend declared | $ 200,000 | |||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Temporary equity shares authorised | 400,000 | 400,000 | 400,000 | |||||||||||||
Series B Convertible Preferred Stock | Common Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares outstanding | 87,100 | 87,100 | 87,100 | |||||||||||||
Series C Convertible Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred Stock, Share issuance price | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||
Preferred stock, shares outstanding | 8,000 | 8,000 | 8,000 | 8,000 | ||||||||||||
Preferred Stock, Dividend Rate, Percentage | (10.00%) | |||||||||||||||
Convertible Preferred Stock Conversion Price | $ 0.50 | $ 0.50 | $ 0.50 | |||||||||||||
Accrued dividends | $ 1,100,000 | $ 1,100,000 | $ 1,100,000 | $ 700,000 | ||||||||||||
Accrued dividend Shares | 2,200,000 | 2,200,000 | 2,200,000 | 1,400,000 | ||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Temporary equity shares authorised | 8,203 | 8,203 | 8,203 | |||||||||||||
Series C Convertible Preferred Stock | Common Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares outstanding | 8,203 | 8,203 | 8,203 | |||||||||||||
Series D Convertible Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred Stock, Share issuance price | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||
Preferred stock, shares outstanding | 9,000 | 9,000 | 9,000 | 9,000 | ||||||||||||
Dividends are payable to preferred stock holders | $ 0.50 | |||||||||||||||
Preferred Stock, Dividend Rate, Percentage | (10.00%) | |||||||||||||||
Convertible Preferred Stock Conversion Price | $ 0.80 | $ 0.80 | $ 0.80 | |||||||||||||
Accrued dividends | $ 700,000 | $ 700,000 | $ 700,000 | $ 300,000 | ||||||||||||
Accrued dividend Shares | 1,400,000 | 1,400,000 | 1,400,000 | 500,000 | ||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Temporary equity shares authorised | 11,737 | 11,737 | 11,737 | |||||||||||||
Series D Convertible Preferred Stock | Common Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares outstanding | 8,452 | 8,452 | 8,452 |
Warrants At Relative Fair Value
Warrants At Relative Fair Value and Beneficial Conversion Feature at Intrinsic Value (Details) $ in Thousands | 1 Months Ended |
Jan. 30, 2019USD ($) | |
Convertible Promisssory Notes [Abstract] | |
Warrants At Fair Value Of Redemption Provision | $ 1,465 |
Relative Fair Value Of Equity Classified Warrants | 858 |
Warrants At Beneficial Conversion Feature | 2,677 |
Net proceeds of January 2019 Note | $ 5,000 |
Derivative Liability - Addition
Derivative Liability - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Derivative [Line Items] | ||
Change in fair value of derivative liability | $ 829,000 | |
Percentage Of Outstanding Common Stock To Be Acquired | 50.00% | |
Warrant [Member] | ||
Derivative [Line Items] | ||
Change in fair value of derivative liability | 300,000 | |
Convertible Note [Member] | ||
Derivative [Line Items] | ||
Change in fair value of derivative liability | $ 0 | $ 600,000 |
Summary of Fair Value Warrant D
Summary of Fair Value Warrant Derivative Liability and Related Common Shares (Detail) - Registered Direct Equity Offering - Investor Warrants Issued with Registered Direct Equity Offering - USD ($) $ in Thousands | 12 Months Ended | 33 Months Ended | |
May 31, 2020 | May 31, 2019 | Sep. 15, 2016 | |
Derivative [Line Items] | |||
Shares Indexed | 7,733,000 | 7,733,000 | |
Fair value of warrants exercised | 7,733,000 | ||
Change in fair value of derivative liability | $ 11,547 | $ (4,777) | |
Fair value of warrants exercised | $ (11,949) | ||
Derivative liability | $ 402 | $ 5,179 |
Assumptions used in Estimating
Assumptions used in Estimating Fair Value of Warrant Derivative Liability (Detail) - $ / shares | Sep. 15, 2016 | Nov. 30, 2019 | May 31, 2019 |
Grant Date Fair Value | |||
Derivative [Line Items] | |||
Fair value of underlying stock | $ 0.78 | $ 0.28 | $ 0.39 |
Risk Free Interest Rate | |||
Derivative [Line Items] | |||
Risk free rate | 1.20% | 1.61% | 1.94% |
Expected Term (In Years) | |||
Derivative [Line Items] | |||
Expected term (in years) | 5 years | 1 day 18 hours | 2 years 3 months 14 days |
Stock Price Volatility | |||
Derivative [Line Items] | |||
Stock price volatility | 106.00% | 63.00% | 61.00% |
Expected Dividend Yield | |||
Derivative [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Probability of Fundamental Transaction | |||
Derivative [Line Items] | |||
Probability of fundamental transaction | 50.00% | 50.00% | 50.00% |
Probability of Holder Requesting Cash Payment | |||
Derivative [Line Items] | |||
Probability of holder requesting cash payment | 50.00% | 50.00% | 50.00% |
Assumptions used in Estimatin_2
Assumptions used in Estimating Fair Value of Convertible Note Redemption Provision Derivative Liability (Detail) | 1 Months Ended | 3 Months Ended | |
Jan. 30, 2019yr$ / shares | Nov. 15, 2018yr$ / shares | Nov. 30, 2019yr$ / shares | |
Fair value of underlying stock | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, price per share | $ / shares | $ 0.49 | $ 0.57 | |
Fair value of underlying stock | June Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, price per share | $ / shares | $ 0.28 | ||
Fair value of underlying stock | January Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, price per share | $ / shares | $ 0.28 | ||
Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 2.52 | 2.78 | |
Risk free rate | June Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 1.63 | ||
Risk free rate | January Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 1.60 | ||
Expected Term (In Years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, expected term | 2 years | 1 year 7 months 9 days | |
Expected Term (In Years) | June Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, expected term | 6 months 25 days | ||
Expected Term (In Years) | January Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, expected term | 1 year 2 months 1 day | ||
Stock price volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 61 | 58.8 | |
Stock price volatility | June Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 66.3 | ||
Stock price volatility | January Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 64.1 | ||
Expected dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, dividend yield | 0.00% | 0.00% | |
Expected dividend yield | June Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, dividend yield | 0.00% | ||
Expected dividend yield | January Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, dividend yield | 0.00% | ||
Discount factor | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 85 | 85 | |
Discount factor | June Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 85 | ||
Discount factor | January Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 85 |
Summary of Fair Value of Conver
Summary of Fair Value of Convertible Note Redemption Provision Derivative Liability (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Net Proceeds | $ 50,000 | |
Derivative Liability | $ 1,456 | |
Convertible Note Redemption Provision Derivative Liability [Member] | Inception date June 2018 Note, November 15, 2018 [Member] | ||
Net Proceeds | 5,000 | |
Inception Date | 1,285 | |
Derivative Liability | 481 | |
Convertible Note Redemption Provision Derivative Liability [Member] | Inception date January 2019 Note, January 30, 2019 [Member] | ||
Net Proceeds | 5,000 | |
Inception Date | $ 1,465 | |
Derivative Liability | $ 975 |
Stock Options and Warrants - Ad
Stock Options and Warrants - Additional Information (Detail) - USD ($) | Sep. 30, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2020 | Nov. 30, 2019 | May 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price of warrants, per share | $ 0.45 | $ 0.45 | ||||
Common Stock issued | 590,279,000 | 590,279,000 | 519,261,000 | |||
Compensation expense | $ 7,115,000 | $ 1,015,000 | ||||
Common stock par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | |||
Warrants | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrants to purchase common shares, shares | 105,000 | 105,000 | ||||
Common Stock issued | 21,600,000 | 21,600,000 | ||||
Proceeds from issuance of common stock | $ 15,200,000 | |||||
Stock shares issued during the period new issues shares | 21,600,000 | |||||
Common stock par or stated value per share | $ 0.001 | $ 0.001 | ||||
Warrants | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price of warrants, per share | 0.30 | 0.30 | ||||
Warrants | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price of warrants, per share | $ 1.35 | $ 1.35 | ||||
Compensatory Warrants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Term of warrants | 5 years | 5 years | ||||
Exercise price of warrants, per share | $ 3.07 | $ 3.07 | ||||
Class of warrants or rights grant date fair value per share | $ 2.11 | |||||
Cashless Exercise Of Warrants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock shares issued during the period new issues shares | 8,900,000 | |||||
Common stock par or stated value per share | $ 0.001 | $ 0.001 | ||||
Class of warrants or rights outstanding | 9,600,000 | 9,600,000 | ||||
Cashless Exercise Of Warrants [Member] | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price of warrants, per share | $ 0.50 | $ 0.50 | ||||
Cashless Exercise Of Warrants [Member] | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price of warrants, per share | $ 1.35 | $ 1.35 | ||||
2012 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for future issuance | 50,000,000 | |||||
Compensation expense | $ 3,400,000 | $ 1,000,000 | $ 5,500,000 | 1,500,000 | ||
Grant date fair value of options and warrants | 3,000,000 | $ 900,000 | ||||
Unrecognized compensation expense | $ 12,200,000 | $ 12,200,000 | ||||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 1 year 2 months 1 day | |||||
2012 Equity Incentive Plan | Employee Stock Option One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option granted, Shares | 110,000 | |||||
Common Stock issued | 110,000 | 110,000 | ||||
Proceeds from issuance of common stock | $ 48,300 | |||||
2012 Equity Incentive Plan | Employee Stock Option One | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option granted, exerices price | $ 0.39 | |||||
2012 Equity Incentive Plan | Employee Stock Option One | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option granted, exerices price | 0.98 | |||||
2012 Equity Incentive Plan | Employee Stock Option One | Employees And Advisors | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options grant date fair value | 1.84 | |||||
2012 Equity Incentive Plan | Employee Stock Option One | Employees And Advisors | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options grant date fair value | $ 4.23 | |||||
2012 Equity Incentive Plan | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for future stock-based grants | 15,700,000 | 15,700,000 | ||||
2012 Equity Incentive Plan | Stock Options | After Amendment | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for future issuance | 25,000,000 | 25,000,000 | ||||
2012 Equity Incentive Plan | Stock Options | Employees And Advisors | Range One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option granted, exerices price | $ 2.60 | |||||
2012 Equity Incentive Plan | Stock Options | Employees And Advisors | Range Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option granted, exerices price | $ 6.15 | |||||
2012 Equity Incentive Plan | Stock Options | Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option granted, Shares | 3,350,000 | |||||
2012 Equity Incentive Plan | Stock Options | Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option granted, Shares | 1,300,000 | |||||
2012 Equity Incentive Plan | Performance Shares [Member] | Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation by share based payment arrangement restricted stock shares granted during the period | 4,350,000 | |||||
2012 Equity Incentive Plan | Time Based Restricted Stock Units [Member] | Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation by share based payment arrangement restricted stock shares granted during the period | 1,120,000 | |||||
2012 Incentive Plan Amended And Restated | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage Of Increase In Shares Issued On Proportion Of Outstanding Capital Stock On Last Day Of Each Fiscal Year | 1.00% | |||||
2012 Incentive Plan Amended And Restated | Employee Stock Option One | Director | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option granted, Shares | 168,750 | |||||
2012 Incentive Plan Amended And Restated | Employee Stock Option One | Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options grant date fair value | $ 3.12 | |||||
2012 Incentive Plan Amended And Restated | Stock Options | Director | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option granted, Shares | 506,250 | |||||
Stock option granted, exerices price | $ 6.15 | |||||
Stock options grant date fair value | $ 4.20 | |||||
2012 Incentive Plan Amended And Restated | Stock Options | Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option granted, exerices price | $ 3.12 | |||||
Stock options grant date fair value | $ 2.12 |
Stock Options and Warrants (Det
Stock Options and Warrants (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Nov. 30, 2020 | May 31, 2020 | |
Stock option and warrant activity | ||
Options and warrants outstanding, Number of Shares | 131,361 | |
Granted, Number of Shares | 5,486 | |
Exercised, Number of Shares | (59,238) | |
Forfeited/expired/cancelled, Number of Shares | (533) | |
Options and warrants outstanding, Number of Shares | 77,076 | 131,361 |
Outstanding exercisable, Number of Shares | 70,747 | |
Options and warrants outstanding, Weighted Average Exercise Price | $ 0.65 | |
Granted, Weighted Average Exercise Price | 3.61 | |
Exercised, Weighted Average Exercise Price | 0.57 | |
Forfeited/expired/cancelled, Weighted Average Exercise Price | 0.98 | |
Options and warrants outstanding, Weighted Average Exercise Price | 0.88 | $ 0.65 |
Outstanding exercisable, Weighted Average Exercise Price | $ 0.71 | |
Options and warrants outstanding, Weighted Average Remaining Contractual Life in Years | 4 years 4 months 17 days | 5 years 9 months 14 days |
Outstanding exercisable, Weighted Average Remaining Contractual Life in Years | 3 years 11 months 19 days | |
Options and warrants outstanding, Aggregate Intrinsic Value | $ 143,788 | $ 302,961 |
Outstanding exercisable, Aggregate Intrinsic Value | $ 140,630 |
Acquisition of Patents and In_3
Acquisition of Patents and Intangibles - Additional Information (Detail) - USD ($) | Oct. 16, 2012 | Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2020 | Nov. 30, 2019 | May 31, 2020 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible asset acquired gross | $ 3,500,000 | $ 3,500,000 | $ 3,500,000 | |||
Issuance of common stock shares | 590,279,000 | 590,279,000 | 519,261,000 | |||
Common stock per shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
ProstaGene, LLC | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Acquisition of ProstaGene LLC, value | $ 11,558,000 | |||||
Issuance of common stock shares | 20,278,000 | 20,278,000 | ||||
Common stock per shares | $ 0.57 | $ 0.57 | ||||
ProstaGene, LLC | Dr .Pestell | Stock Restriction Agreement | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Restricted common stock, shares | 8,342,000 | 8,342,000 | ||||
Common stock shares restriction period | 3 years | |||||
Stock repurchase price, per share | $ 0.001 | |||||
ProstaGene, LLC | Investment Advisory, Management and Administrative Service | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Investment earned shares | 1,620,000 | 1,620,000 | ||||
Patents | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Asset purchase, cash paid | $ 3,500,000 | |||||
Estimated useful life of acquired asset | 10 years | |||||
Amortization expense related to acquired patents | $ 500,000 | $ 500,000 | $ 1,000,000 | $ 1,000,000 |
Summary of the Net Purchase Pri
Summary of the Net Purchase Price and Allocation to the Acquired Assets (Detail) - ProstaGene, LLC - USD ($) $ in Thousands | 6 Months Ended | |
Nov. 30, 2020 | May 31, 2020 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
CytoDyn Inc. equity | $ 11,558 | |
Acquisition expenses | 741 | |
Release of deferred tax asset | 2,827 | |
Total cost of acquisition | 15,126 | |
Intangible assets | 15,126 | $ 15,126 |
Other | 0 | |
Allocation of acquisition costs | $ 15,126 |
Intangible Assets Activity (Det
Intangible Assets Activity (Detail) - USD ($) | Nov. 30, 2020 | May 31, 2020 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Leronlimab (PRO 140) patent | $ 3,500,000 | $ 3,500,000 |
Website development costs | 20,000 | 20,000 |
Accumulated amortization | (6,184,000) | (5,190,000) |
Total amortizable intangible assets, net | 12,462,000 | 13,456,000 |
Patents currently not amortized | 0 | 0 |
Carrying value of intangibles, net | 12,462,000 | 13,456,000 |
ProstaGene, LLC | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
ProstaGene, LLC intangible asset acquisition | $ 15,126,000 | $ 15,126,000 |
Estimated Aggregate Future Amor
Estimated Aggregate Future Amortization Expense (Detail) - USD ($) $ in Thousands | Nov. 30, 2020 | May 31, 2020 |
Business Combinations [Abstract] | ||
2021 (6 months remaining) | $ 994 | |
2022 | 1,912 | |
2023 | 1,301 | |
2024 | 1,023 | |
2025 | 1,023 | |
Thereafter | 6,209 | |
Total amortizable intangible assets, net | $ 12,462 | $ 13,456 |
License Agreements - Additional
License Agreements - Additional Information (Detail) £ in Millions, $ in Millions | Nov. 30, 2020 | Apr. 15, 2019GBP (£) | Apr. 15, 2019USD ($) |
Licenses Agreements [Line Items] | |||
Accrued license fee | £ 0.6 | $ 0.8 | |
Minimum | |||
Licenses Agreements [Line Items] | |||
Royalty on every net sales | 0.75% | ||
Maximum | |||
Licenses Agreements [Line Items] | |||
Royalty on every net sales | 2.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | May 22, 2020 | Nov. 30, 2020 |
Commitments and Contingencies [Line Items] | ||
Payment of supply commitment | $ 45 | |
Project Work Order | Termination of Any One Clinical Trial | ||
Commitments and Contingencies [Line Items] | ||
Financial penalties | 1.1 | |
Project Work Order | Termination of Any One Clinical Trial | Minimum | ||
Commitments and Contingencies [Line Items] | ||
Financial penalties | 0.6 | |
Project Work Order | Termination of All Clinical Trials | Minimum | ||
Commitments and Contingencies [Line Items] | ||
Financial penalties | 2 | |
Project Work Order | Termination of All Clinical Trials | Maximum | ||
Commitments and Contingencies [Line Items] | ||
Financial penalties | 4 | |
Samsung Agreement [Member] | ||
Commitments and Contingencies [Line Items] | ||
Supply Commitment Delivered | $ 3.6 | |
Samsung Agreement [Member] | Manufacturing and Supply Service [Member] | ||
Commitments and Contingencies [Line Items] | ||
Supply Commitment Delivered | 116 | |
Payments due during calendar year | 40 | |
Remaining Supply commitment Cost | 127 | |
Obligation Due in Next Twelve Months | 64 | |
Obligation Due remainder of fiscal year | 37 | |
Obligation Due in Next Two years | 26 | |
Current liabilities related to inventories manufactured | 44 | |
Non current liabilities related to inventories manufactured | $ 34 |
Private Securities Offerings -
Private Securities Offerings - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Nov. 30, 2020 | Nov. 17, 2020 | Oct. 26, 2020 | Oct. 14, 2020 | Nov. 30, 2020 | Aug. 31, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | May 31, 2020 |
Equity and Equity Units Offering Disclosure [Line Items] | |||||||||
Exercise price of warrants, per share | $ 0.45 | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Proceeds From Exercise Of Warrants | $ 15,209 | $ 0 | |||||||
March 2020 Long Term Convertible Notes [Member] | |||||||||
Equity and Equity Units Offering Disclosure [Line Items] | |||||||||
Common stock, par value | 0.001 | 0.001 | $ 0.001 | ||||||
March 2020 Long Term Convertible Notes [Member] | Partitioned Notes [Member] | |||||||||
Equity and Equity Units Offering Disclosure [Line Items] | |||||||||
Common stock, par value | 0.001 | $ 0.001 | 0.001 | ||||||
Number of shares to be sold | 4,300 | ||||||||
Private Warrant Exchange [Member] | |||||||||
Equity and Equity Units Offering Disclosure [Line Items] | |||||||||
Exercise price of warrants, per share | 0.75 | $ 0.75 | 0.75 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||
Proceeds From Exercise Of Warrants | $ 1,600 | $ 2,700 | |||||||
Share Price | $ 0.60 | 0.60 | $ 0.60 | ||||||
Noncash inducement interest expense | $ 200 | ||||||||
Inducement Interest Expense | $ 300 | $ 1,400 | $ 2,200 | ||||||
Warrants Outstanding | 4,500 | 6,400 | |||||||
Private Warrant Exchange [Member] | Maximum [Member] | |||||||||
Equity and Equity Units Offering Disclosure [Line Items] | |||||||||
Exercise price of warrants, per share | $ 0.75 | $ 1 | |||||||
Share Price | 0.60 | 0.80 | |||||||
Private Warrant Exchange [Member] | Minimum [Member] | |||||||||
Equity and Equity Units Offering Disclosure [Line Items] | |||||||||
Exercise price of warrants, per share | 0.30 | 0.30 | |||||||
Share Price | $ 0.24 | $ 0.24 | |||||||
Private Warrant Exchange [Member] | Actual Shares [Member] | |||||||||
Equity and Equity Units Offering Disclosure [Line Items] | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Stock Issued During Period, Shares, Warrant Exercised | 500 | 5,000 | 7,000 | ||||||
Warrants Outstanding | 500 | 500 | 500 | ||||||
Common Stock [Member] | |||||||||
Equity and Equity Units Offering Disclosure [Line Items] | |||||||||
Number of shares to be sold | 4,000 | ||||||||
Common Stock [Member] | Private Equity Offering [Member] | Unregistered Common Stock [Member] | |||||||||
Equity and Equity Units Offering Disclosure [Line Items] | |||||||||
Common stock, par value | $ 0.001 | ||||||||
Sale of common stock issue price per share | $ 1.50 | ||||||||
Shares issued during the period new issues shares | 670 | ||||||||
Proceeds from issuance of common stock | $ 1,000 |
Stock Grants to Employees - Add
Stock Grants to Employees - Additional Information (Detail) - 2012 Incentive Plan Amended And Restated shares in Thousands | 6 Months Ended |
Nov. 30, 2020$ / sharesshares | |
Non Qualified Stock Options [Member] | Executive Officer [Member] | |
Share based compensation by share based payment arrangement options granted during the period | 3,350 |
Share based compensation by share based payment arrangement vesting period | 3 years |
Time Vesting Restricted Stock Units [Member] | Executive Officer [Member] | |
Share based compensation by share based payment arrangement restricted stock shares granted during the period | 1,120 |
Time Vesting Restricted Stock Units [Member] | Chief Scientific Officer [Member] | |
Share based compensation by share based payment arrangement restricted stock shares granted during the period | 200 |
Share based compensation by share based payment arrangement vesting period | 3 years |
Share based compensation by share based payment arrangement equity instruments other than options grant date fair value per share | $ / shares | $ 2.81 |
Performance Vesting Restricted Stock Units [Member] | Executive Officer [Member] | |
Share based compensation by share based payment arrangement restricted stock shares granted during the period | 4,350 |
Share based compensation by share based payment arrangement vesting period | 3 years |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - Employee Savings Plan - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2020 | Nov. 30, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Qualified non-elective contribution | 3.00% | |||
Qualified non-elective contribution expense | $ 42,000 | $ 19,800 | $ 200,000 | $ 46,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Dec. 31, 2020 | Dec. 18, 2020 | Dec. 14, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2020 | Nov. 30, 2019 | Jul. 27, 2020 | May 31, 2020 |
Subsequent Event [Line Items] | |||||||||
Class of warrants, exercise price | $ 0.45 | $ 0.45 | |||||||
Proceeds from stock options exercised | $ 48 | ||||||||
Common stock par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 9,500 | ||||||||
Debt instrument converted into equity value | $ 4,500 | ||||||||
Non-cash interest expense | $ 6,294 | $ 2,944 | 11,454 | $ 7,102 | |||||
November 2020 Long Term Convertible Notes [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 28,600 | $ 28,600 | |||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock options with an exercise prices maximum | $ 1.40 | ||||||||
Stock options with an exercise prices minimum | $ 0.30 | ||||||||
Common stock par or stated value per share | $ 0.001 | ||||||||
Non-cash interest expense | $ 600 | ||||||||
Subsequent Event | Excercise Of Warrants And Options [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from stock options exercised | $ 2,600 | ||||||||
Stock issued during the period new issues | 3.7 | ||||||||
Subsequent Event | 2020 Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 21,300 | ||||||||
Subsequent Event | November 2020 Long Term Convertible Notes [Member] | Partitioned Notes [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock par or stated value per share | $ 0.001 | ||||||||
Debt instrument converted into equity value | $ 7,500 | ||||||||
Debt instrument converted number of shares issued | 2.2 | ||||||||
Debt instrument prepayment amout payable | $ 7,500 | ||||||||
Subsequent Event | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Class of warrants, exercise price | $ 0.45 | ||||||||
Purchase price, per share | 0.36 | ||||||||
Subsequent Event | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Class of warrants, exercise price | 0.30 | ||||||||
Purchase price, per share | $ 0.24 | ||||||||
Subsequent Event | Private Warrant Exchange [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock par or stated value per share | $ 0.001 | ||||||||
Stock issued during the period new issues | 2.4 | ||||||||
Subsequent Event | Private Warrant Exchange [Member] | Inducement To Excercise Warrants [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during the period new issues | 0.2 | ||||||||
Subsequent Event | Private Warrant Exchange [Member] | November 2020 Long Term Convertible Notes [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during the period new issues | 2.2 | ||||||||
Subsequent Event | Warrants | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during the period new issues | 3.7 |